Regulatory Filings • Sep 16, 2011
Regulatory Filings
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(incorporated in Scotland, with limited liability, registered number SC117119)
(incorporated in Scotland, with limited liability, registered number SC213460)
(incorporated in Scotland, with limited liability, registered number SC213461)
(incorporated in England and Wales, with limited liability, registered number 04094290)
C5,000,000,000
Under the Euro Medium Term Note Programme described in this Prospectus (the ''Programme''), Scottish and Southern Energy plc (''SSE''), Scottish Hydro Electric Power Distribution plc (''SHEPD''), Scottish Hydro Electric Transmission Limited (''SHETL''), and Southern Electric Power Distribution plc (''SEPD'') (each an ''Issuer'' and together, the ''Issuers''), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the ''Notes''). References in this Prospectus to the ''Issuer'' or the ''relevant Issuer'' when used in relation to a particular Tranche or Series (each as defined in ''Overview of the Programme — Method of Issue'') are to the Issuer of such Tranche or Series, as the case may be, of Notes. The aggregate nominal amount of Notes outstanding under the Programme will not at any time exceed A5,000,000,000 (or the equivalent in other currencies).
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (''FSMA'') (the ''UK Listing Authority'') for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the ''Official List'') and to the London Stock Exchange plc (the ''London Stock Exchange'') for such Notes to be admitted to trading on the London Stock Exchange's Regulated Market (the ''Market''). References in this Prospectus to Notes being ''listed'' (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Market (or any other stock exchange).
Each Series of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a ''temporary Global Note'') or a permanent global note in bearer form (each a ''permanent Global Note''). Notes in registered form will be represented by registered certificates (each a ''Certificate''), one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series. Registered Notes issued in global form will be represented by registered global certificates. If the Global Notes are stated in the applicable Final Terms to be issued in new global note (''New Global Note'' or ''NGN'') form they will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the ''Common Safekeeper'') for Euroclear Bank S.A./N.V. (''Euroclear'') and Clearstream Banking, socie´te´ anonyme (''Clearstream, Luxembourg'').
Global Notes which are not issued in NGN form (''Classic Global Notes'' or ''CGNs'') and Certificates will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the ''Common Depositary'').
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in ''Summary of Provisions Relating to the Notes while in Global Form''.
The Programme will be rated A3 by Moody's Investors Service Ltd. (''Moody's'') and A- by Standard & Poor's Credit Market Services Europe Limited (''Standard & Poor's''). Each of Moody's and Standard & Poor's is established in the European Union and has applied for registration under the Regulation (EC) No. 1060/2009 on credit rating agencies (the ''CRA Regulation''), although notification of the corresponding registration decision has not yet been provided by the relevant competent authority.
Tranches of Notes to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed ''Risk Factors'' in this Prospectus. Arranger for the Programme
Dealers
Banco Bilbao Vizcaya Argentaria, S.A. BNP PARIBAS Mitsubishi UFJ Securities International plc National Australia Bank Limited Santander Global Banking & Markets
Barclays Capital Lloyds Bank Corporate Markets Morgan Stanley RBC Capital Markets The Royal Bank of Scotland
Dated 16 September 2011
This document comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the ''Prospectus Directive'') and for the purpose of giving information with regard to SSE and SSE and its subsidiaries (including SHEPD, SHETL and SEPD) taken as a whole (together, the ''SSE Group'') (the ''SSE Prospectus'') which, according to the particular nature of SSE and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of SSE.
With the exception of the information contained in the sections entitled ''Description of the Issuers — Scottish and Southern Energy plc'', ''Description of the Issuers — Scottish Hydro Electric Transmission Limited'', ''Description of the Issuers — Southern Electric Power Distribution plc'' and ''Description of the Issuers — the SSE Group'', the information contained in the documents referred to in paragraphs (i), (iii) and (iv) of the section entitled ''Documents Incorporated by Reference'' and the information contained in paragraphs 2(a), (c) and (d) relating to the consents, approvals and authorisations in connection with the update of the Programme of SSE, SHETL and SEPD, 3(a), (c) and (d) relating to the significant change statement of SSE, SHETL and SEPD, 4(a), (c) and (d) relating to the material adverse change statement of SSE, SHETL and SEPD and 5(a), (c) and (d) relating to the litigation statement of SSE, SHETL and SEPD, in each case of the section entitled ''General Information'', this document comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to SHEPD (the ''SHEPD Prospectus'') which, according to the particular nature of SHEPD and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of SHEPD.
With the exception of the information contained in the sections entitled ''Description of the Issuers — Scottish and Southern Energy plc'', ''Description of the Issuers — Scottish Hydro Electric Power Distribution plc'', ''Description of the Issuers — Southern Electric Power Distribution plc'' and ''Description of the Issuers — the SSE Group'', the information contained in the documents referred to in paragraphs (i), (iii) and (iv) of the section entitled ''Documents Incorporated by Reference'' and the information contained in paragraphs 2(a), (b) and (d) relating to the consents, approvals and authorisations in connection with the update of the Programme of SSE, SHEPD and SEPD, 3(a), (b) and (d) relating to the significant change statement of SSE, SHEPD and SEPD, 4(a), (b) and (d) relating to the material adverse change statement of SSE, SHEPD and SEPD and 5(a), (b) and (d) relating to the litigation statement of SSE, SHEPD and SEPD, in each case of the section entitled ''General Information'', this document comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to SHETL (the ''SHETL Prospectus'') which, according to the particular nature of SHETL and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of SHETL.
With the exception of the information contained in the sections entitled ''Description of the Issuers — Scottish and Southern Energy plc'', ''Description of the Issuers — Scottish Hydro Electric Power Distribution plc'', ''Description of the Issuers — Scottish Hydro Electric Transmission Limited'' and ''Description of the Issuer — the SSE Group'', the information contained in the documents referred to in paragraphs (i), (ii) and (iii) of the section entitled ''Documents Incorporated by Reference'' and the information contained in paragraphs 2(a), (b) and (c) relating to the consents, approvals and authorisations in connection with the update of the Programme of SSE, SHEPD and SHETL, 3(a), (b) and (c) relating to the significant change statement of SSE, SHEPD and SHETL, 4(a), (b) and (c) relating to the material adverse change statement of SSE, SHEPD and SHETL and 5(a), (b) and (c) relating to the litigation statement of SSE, SHEPD and SHETL, in each case of the section entitled ''General Information'', this document comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to SEPD (the ''SEPD Prospectus'' and together with the SSE Prospectus, the SHEPD Prospectus and the SHETL Prospectus, the ''Prospectus'') which, according to the particular nature of SEPD and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of SEPD.
SSE accepts responsibility for the information contained in the SSE Prospectus. To the best of the knowledge of SSE (having taken all reasonable care to ensure that such is the case) the information contained in the SSE Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
SHETL accepts responsibility for the information contained in the SHETL Prospectus. To the best of the knowledge of SHETL (having taken all reasonable care to ensure that such is the case) the information contained in the SHETL Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
SHEPD accepts responsibility for the information contained in the SHEPD Prospectus. To the best of the knowledge of SHEPD (having taken all reasonable care to ensure that such is the case) the information contained in the SHEPD Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
SEPD accepts responsibility for the information contained in the SEPD Prospectus. To the best of the knowledge of SEPD (having taken all reasonable care to ensure that such is the case) the information contained in the SEPD Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ''Relevant Member State'') will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may only do so in circumstances in which no obligation arises for the Issuers or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuers nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuers or any Dealer to publish or supplement a prospectus for such offer.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see ''Documents Incorporated by Reference'').
No person has been authorised to give any information or to make any representation other than as contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any Issuer or any of the Dealers or the Arranger (as defined in ''Overview of the Programme''). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of any Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of any Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, the minimum specified denomination shall be B100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by each Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933 as amended (the ''Securities Act''), and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see ''Subscription and Sale''.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuers, the Arranger or the Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the contents of this Prospectus or for any other statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with the Issuers or the issue and offering of the Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. Neither this Prospectus nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuers, the Arranger or the Dealers that any recipient of this Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of any Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in ''Overview of the Programme — Method of Issue''), the Dealer or Dealers (if any) named as the stabilising manager(s) (the ''Stabilising Manager(s)'') (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to ''euro'', ''Euro'' and ''D'' are to the lawful currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community as amended, references to ''£'', ''Sterling'', ''pounds'' and ''pence'' are to the lawful currency of the United Kingdom, references to ''\$'' and ''U.S. dollars'' are to the lawful currency of the United States of America and references to ''yen'' and ''JPY'' are to the lawful currency of Japan.
This Prospectus should be read and construed in conjunction with the following documents:
together, in each case, with the audit report thereon,
Such documents shall be incorporated in and form part of this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus. Those parts of the documents set out in (i) to (vi) above which are not specifically incorporated by reference in this Prospectus are either not relevant for prospective investors in the Notes or the relevant information is included elsewhere in the Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) from the registered office of the relevant Issuer and viewed on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/prices-andnews/news/market-news/market-news-home.html.
If at any time an Issuer shall be required to prepare a supplementary prospectus pursuant to section 87G of the FSMA, such Issuer will prepare and make available an appropriate amendment or supplement to this Prospectus which, in respect of any subsequent issue of Notes to be listed on the Official List and admitted to trading on the Market, shall constitute a supplementary prospectus as required by the UK Listing Authority and section 87G of the FSMA.
Each Issuer has given an undertaking to the Arranger and the Dealers that if at any time during the duration of the Programme there is a significant new factor, material mistake or inaccuracy relating to information contained in this Prospectus which is capable of affecting the assessment of any Notes and whose inclusion in or removal from this Prospectus is necessary for the purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of an Issuer, and the rights attaching to the Notes, such Issuer shall prepare an amendment or supplement to this Prospectus or publish a replacement Prospectus for use in connection with any subsequent offering of the Notes and shall supply to the Arranger, each Dealer and the Trustee such number of copies of such supplement hereto as the Arranger, such Dealer and the Trustee may request.
| Page | |
|---|---|
| DOCUMENTS INCORPORATED BY REFERENCE | $5\overline{)}$ |
| SUPPLEMENTARY PROSPECTUS | 6 |
| RISK FACTORS | 8 |
| OVERVIEW OF THE PROGRAMME | 15 |
| TERMS AND CONDITIONS OF THE NOTES | 19 |
| SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM | 52 |
| USE OF PROCEEDS | 57 |
| DESCRIPTION OF THE ISSUERS | 58 |
| TAXATION | 71 |
| SUBSCRIPTION AND SALE | 73 |
| FORM OF FINAL TERMS | 76 |
| GENERAL INFORMATION | 87 |
| INDEX TO FINANCIAL STATEMENTS OF SHETL | $F-1$ |
Each Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes issued under the Programme. All of these factors are contingencies which may or may not occur and the Issuers are not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuers believe may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.
Each Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the relevant Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons and no Issuer represents that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision.
Each Issuer is a member of the SSE Group. Although certain of the factors described below will not apply directly to all Issuers as individual entities, all factors will affect the SSE Group as a whole, and each Issuer may in turn be affected by matters affecting the SSE Group.
The electricity and gas distribution and electricity transmission operations of the SSE Group (as defined in ''Description of the Issuers — Scottish and Southern Energy plc'') are subject to direct regulation by the Gas and Electricity Markets Authority (the ''Authority''). Decisions regarding, for example, the levels of permitted revenues, licence renewals, modifications to the terms and conditions of licences in issue, and constraints on business development opportunities which may be taken by the Authority may all potentially adversely impact on the operations and financial position of the SSE Group. Additionally, failure to operate the networks properly could lead to compensation payments or penalties, as could any failure to make capital expenditure in line with agreed programmes that in turn leads to deterioration of the networks.
In particular, there can be no assurance that future price controls will permit the generation of sufficient revenues to enable the Issuers to meet their payment obligations under the Notes, and there can also be no assurance that net operating revenues generated by the SSE Group will be sufficient to enable the Issuers to meet such payment obligations. Any failure by any holder of a licence within the SSE Group to comply with the terms of their respective licences may lead to the making of an enforcement order by The Office of Gas and Electricity Markets (''OFGEM'') that could have a material adverse impact on the relevant Issuer and/or the SSE Group.
The SSE Group owns and operates a diverse range of complex generating plant, gas storage facilities, and extensive energy networks. Poor performance or failure of these assets could occur as a result of accidental or deliberate damage, component failure, lack of appropriate maintenance or poor management. Any such substandard performance could result in lost revenues and may lead to supply interruptions, adverse publicity, regulatory action or damage to the reputation of the SSE Group.
In order to support its core business activities, it is necessary for the SSE Group to purchase significant quantities of fuel, commodities, resources and other products and services. Although it routinely enters into long-term contracts to protect its commercial position, significant price rises and/or failure to secure key materials could have a significant adverse affect on its operations and/or financial position of the SSE Group.
The ability of the SSE Group to maintain and grow its business and profits could be adversely affected by the actions of its competitors and the general competitive landscape of the markets in which it operates. Further consolidation within the utilities market may also affect the SSE Group's competitive position, either directly or indirectly. Additionally, a wider economic slowdown could negatively impact on the
SSE Group as a result of both reduced levels of business activity and potential increases in bad debt write-offs.
Many key activities relating to electricity and gas operations are by their nature potentially hazardous. Ensuring the health and safety of its employees, contractors and the general public is a core value of the SSE Group, but nevertheless a failure to comply with legislation or the occurrence of a preventable incident that results in injury or death could result in prosecution by the Health and Safety Executive (''HSE'').
The SSE Group must at all times fully comply with its obligations in respect of all legal, regulatory, environmental and corporate governance requirements. Failure to do so may result in adverse publicity, fines, loss of licence or legal proceedings being commenced against members of the SSE Group. Additionally future changes in law and/or political direction could adversely impact on the SSE Group's market position, financial position or competitiveness.
It is the responsibility of the Boards of Directors of the Issuers to consider carefully strategic issues including capital investment in merger projects, acquisitions, disposals, investments, market positioning, climate change, sustainable development and new technologies. Failure to do so could adversely affect the SSE Group's financial position, market position or reputation.
The SSE Group is exposed to a variety of financial risks, including interest rate, foreign exchange, counterparty credit, liquidity and taxation. Although these risks are wherever possible monitored, reported on and managed within a strict framework of controls and procedures, adverse market, political or legislative developments could have a material adverse effect on the SSE Group's financial position.
The SSE Group's businesses are increasingly influenced by global climate change. Not adhering to current or future EU and UK legislation aimed at addressing climate change, including amendment to the current carbon emission allowance regime or Renewable Obligation Certificate regime in the UK, could adversely impact on the SSE Group's operations or commercial position. Climate change induced changes to the environment, such as increased frequency of extreme weather, may pose operational challenges. Customer response to climate change also presents risks to the SSE Group, including risk to sales volumes due to growing customer demand for low-carbon products and services. Failure to adequately respond to the risks posed by climate change may represent added reputational risk.
The SSE Group's activities are subject to a broad range of environmental laws and regulations, many of which require advance approval in the form of permits, licences or other forms of formal authorisation. Failure to secure and adhere to the terms of all such necessary requirements, or indeed damage to the environment caused by the SSE Group's business activities, could result in legal proceedings or other measures being taken against members of the SSE Group.
Changes in temperature can affect demand for power and gas and consequently impact the price of these commodities and the number of units distributed. Additionally rainfall and/or snow melt conditions impact on hydro electric generation output, and wind conditions impact on wind generation output. Extreme weather conditions may result in network damage, which in turn is likely to result in disruption to electricity supply.
All of the above have the potential to adversely affect SSE Group earnings, while supply interruptions could result in adverse publicity, negative customer perception and possible regulatory action.
The SSE Group relies on a number of key IT systems to manage its various business activities, including plant operation, networks, customer service activities, financial activities and energy trading operations. Failure to plan and execute suitable contingencies in the event of disruption of critical IT systems could materially adversely affect the relevant Issuer's operations. The SSE Group has robust business continuity / disaster recovery plans in place to cover such eventualities and regularly tests these plans, but no assurance can be given to their effectiveness going forward.
Notwithstanding anything contained in this risk factor, this risk factor should not be taken as implying that any of the Issuers or any of the other entities within the SSE Group will be unable to comply with its obligations as a company with securities admitted to the Official List.
The SSE Group is directly responsible for two defined benefit pension schemes — the Scottish Hydro Electric Pension Scheme and the Southern Electric Pension Scheme. These schemes have been closed to new employees since 1999, and new recruits since then have been offered instead defined contribution pension arrangements. Adverse changes in the valuation of assets and/or liabilities in the defined benefit schemes may occur due to both market movements and changes in the assumptions used to calculate the funding levels of such schemes. This in turn may result in SSE being required to make higher ongoing contributions, and/or make deficit repair payments which could be material.
The SSE Group is reliant on the employment of competent and qualified staff in all areas of its business. Failure to attract or retain key staff could materially adversely affect SSE Group operations.
In November 2010, SSE announced that it expects that its investment and capital expenditure will be in the range of £1.5 billion to £1.7 billion in each of the five years to March 2015. Capital and investment expenditure is expected to be around £1.7 billion during the year to 31 March 2012. The principal focus of the investment programme is renewable energy. At the same time, significant investment is also taking place in thermal generation, electricity networks and in a number of other areas, such as gas storage. SSE, through its 50 per cent. equity interest in SGN (as defined in ''Description of the Issuers — The SSE Group''), is also making a significant investment in regulated gas networks. These capital investments could potentially weaken the SSE Group's consolidated financial profile in the shorter term, as capital expenditure on major projects is expected to exceed revenues generated by new operational assets in the business in the first few years following expenditure.
Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
Some Notes are complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor's overall investment portfolio.
A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of certain such features:
An optional redemption feature is likely to limit the market value of Notes. During any period when the relevant Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.
The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.
The relevant Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a ''Relevant Factor''). In addition, the relevant Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:
The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any Index Linked Notes. Accordingly, prospective investors should consult their own financial and legal advisers about the risks entailed by an investment in any Index Linked Notes and the suitability of such Notes in light of their particular circumstances.
The relevant Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of its investment.
Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.
Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of such Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.
Fixed/Floating Rate Notes may bear interest at a rate that the relevant Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The relevant Issuer's ability to convert the interest rate will affect the secondary market and the market value of such Notes since the relevant Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the relevant Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the relevant Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.
The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interestbearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.
Set out below is a brief description of certain risks relating to the Notes generally:
The Terms and Conditions of the Notes (the ''Conditions'') contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.
The Conditions also provide that the Trustee may, without the consent of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Notes or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such or (iii) the substitution of another company as principal debtor under any Notes in place of the relevant Issuer, in the circumstances described in Condition 12 of the Conditions.
If the United Kingdom joins the European Monetary Union prior to the maturity of the Notes, there is no assurance that this would not adversely affect investors in the Notes. It is possible that prior to the maturity of the Notes the United Kingdom may become a participating Member State and that the Euro may become the lawful currency of the United Kingdom. In that event (i) all amounts payable in respect of any Notes denominated in Sterling may become payable in Euro (ii) the law may allow or require such Notes to be re-denominated into Euro and additional measures to be taken in respect of such Notes; and (iii) there may no longer be available published or displayed rates for deposits in Sterling used to determine the rates of interest on such Notes or changes in the way those rates are calculated, quoted and published or displayed. The introduction of the Euro could also be accompanied by a volatile interest rate environment, which could adversely affect investors in the Notes.
Under EU Council Directive 2003/48/EC on the taxation of savings income (the ''Directive''), each Member State is required to provide to the tax authorities of another Member State details of payments of interest (and similar income) paid by a person within its jurisdiction to or for an individual resident or certain limited types of entity established in that other Member State. However, for a transitional period,
Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland) with effect from the same date.
If a payment were to be made or collected through a Member State which has opted for a withholding system or through a non-EU country which has adopted similar measures and has opted for a withholding system, or through certain dependent or associated territories which have adopted similar measures and which have opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to the Directive, neither the relevant Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The relevant Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to the Directive.
The European Commission has proposed certain amendments to the Directive, which may, if implemented, amend or broaden the scope of the requirements described above.
The Conditions are based on English law in effect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of issue of the relevant Notes.
In relation to any issue of Notes in bearer form which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that the Notes may be traded in amounts that are not integral multiples of such minimum Specified Denominations (as defined in the Conditions). In such a case a Noteholder who, as a result of trading such amounts, holds a principal amount of less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time will not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Specified Denominations.
If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.
Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:
Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.
The relevant Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the ''Investor's Currency'') other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation
of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the Investor's Currency equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of Fixed Rate Notes.
One or more independent credit rating agencies may assign credit ratings to an issue of Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the relevant Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
The following overview is qualified in its entirety by the remainder of this Prospectus and any decision to invest in Notes should be based on consideration of this Prospectus as a whole.
| Issuers: | Scottish and Southern Energy plc Scottish Hydro Electric Power Distribution plc Scottish Hydro Electric Transmission Limited Southern Electric Power Distribution plc |
|---|---|
| Description: | Euro Medium Term Note Programme |
| Size: | Up to A5,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate nominal amount of Notes outstanding at any one time. |
| Arranger: | The Royal Bank of Scotland plc |
| Dealers: | Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A. Barclays Bank PLC BNP Paribas Lloyds TSB Bank plc Mitsubishi UFJ Securities International plc Morgan Stanley & Co. International plc National Australia Bank Limited RBC Europe Limited The Royal Bank of Scotland plc |
| The Issuers may from time to time terminate the appointment of any dealer under the Programme or appoint additional dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Prospectus to ''Permanent Dealers'' are to the persons listed above as Dealers and to such additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and references to ''Dealers'' are to all Permanent Dealers and all persons appointed as a dealer in respect of one or more Tranches. |
|
| Trustee: | BNY Mellon Corporate Trustee Services Limited |
| Issuing and Paying Agent, Transfer Agent and Calculation Agent: |
The Bank of New York Mellon, London Branch |
| Registrar, Paying Agent and Transfer Agent: |
The Bank of New York Mellon (Luxembourg) S.A. |
| Method of Issue: | The Notes will be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a ''Series'') having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a ''Tranche'') on the same or different issue dates. The specific terms of each Tranche (which will be completed, where necessary, with the relevant terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be completed in the final terms (the ''Final Terms''). |
| Issue Price: | Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. Partly Paid Notes may be issued, the issue price of which will be payable in two or more instalments. |
| Form of Notes: | The Notes may be issued in bearer form (''Bearer Notes'') or in registered form (''Registered Notes'') only. Each Tranche of Bearer Notes will be represented on issue by a temporary Global Note if (i) definitive Notes are to be made available to Noteholders following the expiry of 40 days after their issue date or (ii) such Notes have an initial maturity of more than one year and are being issued in compliance with the D Rules (as defined in ''Overview of the Programme — Selling Restrictions'' below), otherwise such Tranche will be represented by a permanent Global Note. Registered Notes will be represented by Certificates, one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series. Certificates representing Registered Notes that are registered in the name of a nominee for one or more clearing systems are referred to as ''Global Certificates''. |
|---|---|
| Clearing Systems: | Clearstream, Luxembourg, Euroclear and, in relation to any Tranche, such other clearing system as may be agreed between the relevant Issuer, the Issuing and Paying Agent, the Trustee and the relevant Dealer. |
| Initial Delivery of Notes: | On or before the issue date for each Tranche, if the relevant Global Note is a NGN, the Global Note will be delivered to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. On or before the issue date for each Tranche, if the relevant Global Note is a CGN, the Global Note representing Bearer Notes or the Certificate representing Registered Notes may be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Global Notes or Certificates may also be deposited with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the relevant Issuer, the Issuing and Paying Agent, the Trustee and the relevant Dealer. Registered Notes that are to be credited to one or more clearing systems on issue will be registered in the name of nominees or a common nominee for such clearing systems. |
| Currencies: | Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in any currency agreed between the relevant Issuer and the relevant Dealers. |
| Maturities: | Subject to compliance with all relevant laws, regulations and directives, any maturity between one month and 60 years. |
| Specified Denomination: | Definitive Notes will be in such denominations as may be specified in the relevant Final Terms save that (i) in the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in an EEA State in circumstances which require the publication of a prospectus under the Prospectus Directive, the minimum Specified Denomination shall be A100,000 (or its equivalent in any other currency as at the date of issue of the Notes); and (ii) unless otherwise permitted by then current laws and regulations, Notes which have a maturity of less than one year will have a minimum denomination of £100,000 (or its equivalent in other currencies). |
| Fixed Rate Notes: | Fixed interest will be payable in arrear on the date or dates in each year specified in the relevant Final Terms. |
| Floating Rate Notes: | Floating Rate Notes will bear interest determined separately for each Series as follows: |
| (i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency |
governed by an agreement incorporating the 2006 ISDA
| Definitions, as published by the International Swaps and Derivatives Association, Inc. or |
|
|---|---|
| (ii) by reference to LIBOR, LIBID, LIMEAN or EURIBOR (or such other benchmark as may be specified in the relevant Final Terms) as adjusted for any applicable margin. |
|
| Interest periods will be specified in the relevant Final Terms. | |
| Zero Coupon Notes: | Zero Coupon Notes (as defined in ''Terms and Conditions of the Notes'') may be issued at their nominal amount or at a discount to it and will not bear interest. |
| Dual Currency Notes: | Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes (as defined in ''Terms and Conditions of the Notes'') will be made in such currencies, and based on such rates of exchange as may be specified in the relevant Final Terms. |
| Index Linked Notes: | Payments of principal in respect of Index Linked Redemption Notes (as defined in ''Terms and Conditions of the Notes'') or of interest in respect of Index Linked Interest Notes (as defined in ''Terms and Conditions of the Notes'') will be calculated by reference to such index and/or formula as may be specified in the relevant Final Terms. |
| Interest Periods and Interest Rates: |
The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate, or both. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information will be set out in the relevant Final Terms. |
| Redemption: | The relevant Final Terms will specify the basis for calculating the redemption amounts payable. Unless permitted by then current laws and regulations, Notes which have a maturity of less than one year must have a minimum redemption amount of £100,000 (or its equivalent in other currencies). |
| Redemption by Instalments: | The Final Terms issued in respect of each issue of Notes that are redeemable in two or more instalments will set out the dates on which, and the amounts in which, such Notes may be redeemed. |
| Other Notes: | Terms applicable to high interest Notes, low interest Notes, step-up Notes, step-down Notes, reverse dual currency Notes, optional dual currency Notes, Partly Paid Notes and any other type of Note that the relevant Issuer, the Trustee and any Dealer or Dealers may agree to issue under the Programme will be set out in the relevant Final Terms and any supplementary prospectus. |
| Optional Redemption: | The Final Terms issued in respect of each issue of Notes will state whether such Notes may be redeemed prior to their stated maturity at the option of the relevant Issuer (either in whole or in part) and/or the holders, and if so the terms applicable to such redemption. |
| Status of Notes: | The Notes will constitute unsubordinated and unsecured obligations of the relevant Issuer, all as described in ''Terms and Conditions of the Notes — Status''. |
| Negative Pledge: | The Notes will contain a Negative Pledge, all as described in ''Terms and Conditions of the Notes — Negative Pledge''. |
| Cross Acceleration: | The Notes will contain a Cross Acceleration, all as described in ''Terms and Conditions of the Notes — Events of Default''. |
Ratings: Tranches of Notes will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Early Redemption: Except as provided in ''— Optional Redemption'' above, Notes will be redeemable at the option of the relevant Issuer prior to maturity only for tax reasons. See ''Terms and Conditions of the Notes — Redemption, Purchase and Options''. Withholding Tax: All payments of principal and interest in respect of the Notes will be made free and clear of withholding taxes of the United Kingdom, unless the withholding is required by law. In such event, the Issuer shall, subject to customary exceptions (including the ICMA Standard EU Tax exemption Tax Language), pay such additional amounts as shall result in receipt by the Noteholder of such amounts as would have been received by it had no such withholding been required, all as described in ''Terms and Conditions of the Notes — Taxation''. Governing Law: English. Listing and Admission to Trading: Application has been made to list Notes issued under the Programme on the Official List and to admit them to trading on the Market or as otherwise specified in the relevant Final Terms and references to listing shall be construed accordingly. As specified in the relevant Final Terms, a Series of Notes may be unlisted. Redenomination, Renominalisation and/or Consolidation: Notes denominated in a currency of a country that subsequently participates in the third stage of European Economic and Monetary Union may be subject to redenomination, renominalisation and/or consolidation with other Notes then denominated in euro. The provisions applicable to any such redenomination, renominalisation and/or consolidation will be as specified in the relevant Final Terms. Selling Restrictions: The United States, the Public Offer Selling Restriction under the Prospectus Directive (in respect of Notes having a specified denomination of less than A100,000 or its equivalent in any other currency as at the date of issue of the Notes), the United Kingdom, Japan. See ''Subscription and Sale''. Category 2 selling restrictions will apply for the purposes of Regulation S under the Securities Act. Bearer Notes will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the ''D Rules'') unless (i) the relevant Final Terms states that Notes are issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the ''C Rules'') or (ii) the Bearer Notes are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Notes will not constitute ''registration required obligations'' under the United States Tax Equity and Fiscal Responsibility Act of 1982 (''TEFRA''), which circumstances will be referred to in the relevant Final Terms as a transaction to which TEFRA is not applicable.
The following is the text of the terms and conditions (the ''Conditions'' and each a ''Condition'') that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of Part A of the relevant final terms (the ''Final Terms''), shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these Conditions together with the relevant provisions of Part A of the Final Terms or (ii) these Conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of nonapplicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in Part A of the relevant Final Terms. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in these Conditions to ''Notes'' are to the Notes of one Series only, not to all Notes that may be issued under the Programme.
Scottish and Southern Energy plc (''SSE''), Scottish Hydro Electric Power Distribution plc (''SHEPD''), Scottish Hydro Electric Transmission Limited (''SHETL'') and Southern Electric Power Distribution plc (''SEPD'') (each an ''Issuer'' and together, the ''Issuers'') have established a Euro Medium Term Note Programme (the ''Programme'') for the issuance of up to A5,000,000,000 in aggregate principal amount of notes (the ''Notes'') outstanding at any time. The Notes are constituted by an Amended and Restated Trust Deed (as amended or supplemented as at the date of issue of the Notes (the ''Issue Date''), the ''Trust Deed'') dated 16 September 2011 between the Issuers and BNY Mellon Corporate Trustee Services Limited (the ''Trustee'', which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the Noteholders (as defined below). These Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bearer Notes, Certificates, Receipts, Coupons and Talons referred to below. An Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the ''Agency Agreement'') dated 16 September 2011 has been entered into in relation to the Notes between the Issuers, the Trustee, The Bank of New York Mellon, London Branch as initial issuing and paying agent and the other agent named in it. The issuing and paying agent, the paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the ''Issuing and Paying Agent'', the ''Paying Agents'' (which expression shall include the Issuing and Paying Agent), the ''Registrar'', the ''Transfer Agents'' (which expression shall include the Registrar) and the ''Calculation Agent(s)''. Copies of the Trust Deed and the Agency Agreement are available for inspection during usual business hours at the principal office of the Trustee (presently at One Canada Square, London E14 5AL, United Kingdom) and at the specified offices of the Paying Agents and the Transfer Agents.
The Noteholders, the holders of the interest coupons (the ''Coupons'') relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the ''Talons'') (the ''Couponholders'') and the holders of the receipts for the payment of instalments of principal (the ''Receipts'') relating to Notes in bearer form of which the principal is payable in instalments are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions of the Agency Agreement applicable to them.
As used in these Conditions, ''Tranche'' means, in relation to a series of Notes, those Notes which are identical in all respects.
Any reference in these Conditions to a matter being ''shown hereon'' or ''specified hereon'' means as the same may be specified in the relevant Final Terms.
The Notes are issued in bearer form (''Bearer Notes'') or in registered form (''Registered Notes'') in each case in the Specified Denomination(s) shown hereon provided that in the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a Prospectus under the Prospectus Directive, the minimum Specified Denomination shall be A100,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes).
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or a Partly Paid Note, a combination of any of the foregoing or any other kind of Note, depending upon the Interest and Redemption/Payment Basis shown hereon.
Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Instalment Notes are issued with one or more Receipts attached.
Registered Notes are represented by registered certificates (''Certificates'') and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.
Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the ''Register''). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder.
In these Conditions, ''Noteholder'' means the bearer of any Bearer Note and the Receipts relating to it or the person in whose name a Registered Note is registered (as the case may be), ''holder'' (in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them hereon, the absence of any such meaning indicating that such term is not applicable to the Notes.
exchange, form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant request for exchange, form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d), ''business day'' means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case maybe).
The Notes and the Receipts and Coupons relating to them constitute direct, unconditional and (subject to Condition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and the Receipts and Coupons relating to them shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors' rights.
So long as any Note or Coupon remains outstanding (as defined in the Trust Deed), the Issuer will ensure that no Relevant Indebtedness of the Issuer or any Relevant Subsidiary or of any other person and no guarantee by the Issuer or any Relevant Subsidiary of any Relevant Indebtedness of any person will be secured by a mortgage, charge, lien, pledge or other security interest (each a ''Security Interest'') upon, or with respect to, any of the present or future business, undertaking, assets or revenues (including any uncalled capital) of the Issuer or any Relevant Subsidiary unless the Issuer shall, before or at the same time as the creation of such Security Interest, take any and all action necessary to ensure that:
save that the Issuer or any Relevant Subsidiary may create or have outstanding a Security Interest in respect of any Relevant Indebtedness and/or any guarantees given by the Issuer or any Relevant Subsidiary in respect of any Relevant Indebtedness of any person (without the obligation to provide a Security Interest or guarantee or other arrangement in respect of the Notes, the Coupons and the Trust Deed as aforesaid) where (1) such Relevant Indebtedness has an initial maturity of not less than 20 years and is of a maximum aggregate amount outstanding at any time not exceeding the greater of £250,000,000 and 20 per cent. of the Capital and Reserves or (2) such Security Interest is provided in respect of a company becoming a Subsidiary of the Issuer after the date on which agreement is reached to issue the first Tranche of the Notes and where such Security Interest existed at the time that company becomes a Subsidiary of the Issuer (provided that such Security Interest was not created in contemplation of that company becoming a Subsidiary of the Issuer and the nominal amount secured at the time of that company becoming a Subsidiary of the Issuer is not subsequently increased).
(a) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h).
Where ISDA Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub-paragraph (A), ''ISDA Rate'' for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which:
For the purposes of this sub-paragraph (A), ''Floating Rate'', ''Calculation Agent'', ''Floating Rate Option'', ''Designated Maturity'', ''Reset Date'' and ''Swap Transaction'' have the meanings given to those terms in the ISDA Definitions.
(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at either 11.00 a.m. (London time in the case of LIBOR or Brussels time in the case of EURIBOR) on the Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations.
If the Reference Rate from time to time in respect of Floating Rate Notes is specified hereon as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided hereon.
Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).
formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated.
''Day Count Fraction'' means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the ''Calculation Period''):
Day Count Fraction =
$$
\frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$
where:
''Y1'' is the year, expressed as a number, in which the first day of the Calculation Period falls;
''Y2'' is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
''M1'' is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
''M2'' is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
''D1'' is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and
''D2'' is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30
(v) if ''30E/360'' or ''Eurobond Basis'' is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =
$$
\frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$
where:
''Y1'' is the year, expressed as a number, in which the first day of the Calculation Period falls;
''Y2'' is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
''M1'' is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
''M2'' is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
''D1'' is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and
''D2'' is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30
(vi) if ''30E/360 (ISDA)'' is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =
$$
\frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$
where:
''Y1'' is the year, expressed as a number, in which the first day of the Calculation Period falls;
''Y2'' is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
''M1'' is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
''M2'' is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
''D1'' is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and
''D2'' is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30
where:
''Determination Period'' means the period from and including a Determination Date in any year to but excluding the next Determination Date and
''Determination Date'' means the date(s) specified as such hereon or, if none is so specified, the Interest Payment Date(s)
''Euro-zone'' means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended.
''Interest Accrual Period'' means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date.
(i) in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken Amount specified hereon as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and
(ii) in respect of any other period, the amount of interest payable per Calculation Amount for that period.
''Interest Commencement Date'' means the Issue Date or such other date as may be specified hereon.
''Interest Determination Date'' means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified, (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (ii) the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro.
''Interest Period'' means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.
''Interest Period Date'' means each Interest Payment Date unless otherwise specified hereon.
''ISDA Definitions'' means the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., unless otherwise specified hereon.
''Rate of Interest'' means the rate of interest payable from time to time in respect of this Note and that is either specified or calculated in accordance with the provisions hereon.
''Reference Banks'' means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market and, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Calculation Agent or as specified hereon.
''Reference Rate'' means the rate specified as such hereon.
''Relevant Screen Page'' means such page, section, caption, column or other part of a particular information service as may be specified hereon.
''Specified Currency'' means the currency specified as such hereon or, if none is specified, the currency in which the Notes are denominated.
''TARGET System'' means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System or any successor thereto.
(l) Calculation Agent: The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them hereon and for so long as any Note is outstanding (as defined in the Trust Deed). Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under these Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Instalment Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall (with the prior approval of the Trustee) appoint a leading bank or investment banking firm engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.
(i) Unless previously redeemed, purchased and cancelled as provided in this Condition 6, each Note that provides for Instalment Dates and Instalment Amounts shall be partially redeemed on each Instalment Date at the related Instalment Amount specified hereon, subject to adjustment in accordance with Condition 7 if Indexation is specified hereon. The outstanding
nominal amount of each such Note shall be reduced by the Instalment Amount (or, if such Instalment Amount is calculated by reference to a proportion of the nominal amount of such Note, such proportion) for all purposes with effect from the related Instalment Date, unless payment of the Instalment Amount is improperly withheld or refused, in which case, such amount shall remain outstanding until the Relevant Date relating to such Instalment Amount.
(ii) Unless previously redeemed, purchased and cancelled as provided below, each Note shall be finally redeemed on the Maturity Date specified hereon at its Final Redemption Amount (which, unless otherwise provided hereon, is its nominal amount) or, in the case of a Note falling within paragraph (i) above, its final Instalment Amount, subject in each case to adjustment in accordance with Condition 7 if Indexation is specified hereon.
Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown hereon.
1 Only applicable where SHEPD, SHETL or SEPD is the Issuer.
2 Only applicable where SSE is the Issuer.
thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Before the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee (I) a certificate signed by two directors of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out in (ii) above in which event it shall be conclusive and binding on Noteholders and Couponholders and (II) an opinion in a form satisfactory to the Trustee of independent legal advisers of recognised standing to whom the Trustee shall have no reasonable objection to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective).
(d) Redemption at the Option of the Issuer: If Call Option is specified hereon, the Issuer may, on giving not less than 15 nor more than 30 days' irrevocable notice to the Noteholders (or such other notice period as may be specified hereon) redeem all or, if so provided, some of the Notes on any Optional Redemption Date. Any such redemption of Notes shall be at the Optional Redemption Amount specified hereon together with interest accrued to the date fixed for redemption, subject in each case to adjustment in accordance with Condition 7 if Indexation is specified hereon. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed specified hereon and no greater than the Maximum Redemption Amount to be redeemed specified hereon.
All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition.
In the case of a partial redemption the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements.
If Restructuring Event Put Option is specified hereon and if, at any time while any of the Notes remains outstanding, a Restructuring Event occurs and prior to the commencement of or during the Restructuring Period an Independent Financial Adviser shall have certified in writing to the Trustee that such Restructuring Event will not be or is not, in its opinion, materially prejudicial to the interests of the Noteholders, the following provisions of this Condition 6(e)(ii) shall cease to have any further effect in relation to such Restructuring Event.
If Restructuring Event Put Option is specified hereon and if, at any time while any of the Notes remains outstanding, a Restructuring Event occurs and (subject to the above paragraph):
(I) if at the time such Restructuring Event occurs the Notes are rated, a Rating Downgrade in respect of such Restructuring Event also occurs; or
(II) if at such time the Notes are not rated, a Negative Rating Event also occurs;
then, unless at any time the Issuer shall have given a notice under Condition 6(c), 6(d) or 6(f), the holder of each Note will, upon the giving of a Put Event Notice (as defined below), have the option (the ''Restructuring Event Put Option'') to require the Issuer to redeem or, at the option of the Issuer, purchase (or procure the purchase of) that Note on the date which is seven days after the expiration of the Put Period (as defined below) (or such other date as may be specified hereon, the ''Put Date''), at the Restructuring Event Redemption Amount specified hereon together with (or, where purchased, together with an amount equal to) interest (if any) accrued to (but excluding) the Put Date, subject in each case to adjustment in accordance with Condition 7 if Indexation is specified hereon.
An event shall be deemed not to be a Restructuring Event if, notwithstanding the occurrence of a Rating Downgrade or a Negative Rating Event, the rating assigned to the Notes by any Rating Agency is subsequently increased to, or, as the case may be, there is assigned to the Notes an investment grade credit rating (BBB-/Baa3 or their respective equivalents for the time being) or better prior to any Negative Certification being issued.
Any certification by an Independent Financial Adviser as aforesaid as to whether or not, in its opinion, any Restructuring Event is materially prejudicial to the interests of the Noteholders shall, in the absence of manifest error, be conclusive and binding on the Trustee, the Issuer and the Noteholders.
(iii) This Condition 6(e)(iii) applies only where SSE is the Issuer:
If Change of Control Put Option is specified hereon and if, at any time while any of the Notes remains outstanding, a Change of Control occurs and:
provided that an event shall be deemed not to be a Change of Control if, notwithstanding the occurrence of a Change of Control Rating Downgrade or a Change of Control Negative Rating Event, the rating assigned to the Notes by any Rating Agency is subsequently increased to, or, as the case may be, there is assigned to the Notes an investment grade credit rating (BBB-/Baa3 or their respective equivalents for the time being) or better within the Change of Control Period; and
(B) in making any decision to downgrade or withdraw a credit rating pursuant to paragraphs (I) and (II) above or not to award a credit rating of at least investment grade as described in paragraph (ii) of the definition of Change of Control Negative Rating Event, the relevant Rating Agency announces publicly or confirms in writing to the Issuer or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement (the ''Confirmation''),
then, unless at any time the Issuer shall have given a notice under Condition 6(c), 6(d) or 6(f), the holder of each Note will, upon the giving of a Put Event Notice (as defined below), have the option (the ''Change of Control Put Option'') to require the Issuer to redeem or, at the
option of the Issuer, purchase (or procure the purchase of) that Note on the date which is seven days after the expiration of this Put Period (as defined below) (or such other date as may be specified hereon, the ''Put Date''), at the Change of Control Redemption Amount specified hereon together with (or, where purchased, together with an amount equal to) interest (if any) accrued to (but excluding) the Put Date, subject in each case to adjustment in accordance with Condition 7 if Indexation is specified hereon.
(iv) This Condition 6(e)(iv) applies only where SSE is the Issuer:
If SSE Restructuring Event Put Option is specified hereon and as soon as reasonably practicable after the occurrence of a SSE Restructuring Event, the Issuer shall make a Public Announcement and if, within the SSE Restructuring Period, either:
(the SSE Restructuring Event and SSE Rating Downgrade or the SSE Restructuring Event and SSE Negative Rating Event, as the case may be, occurring within the SSE Restructuring Period, together called a ''SSE Restructuring Event Put Event''),
then, unless the Issuer shall have previously given a notice under Condition 6(c), 6(d) or 6(f), the holder of each Note will have the option (the ''SSE Restructuring Event Put Option'') upon the giving of Put Event Exercise Notice (as defined below) to require the Issuer to redeem or, at the option of the Issuer, purchase (or procure the purchase of) such Note on the date which is seven days after the expiration of the Put Period (as defined below) (or such other date as may be specified hereon, the ''Put Date'') at the SSE Restructuring Event Redemption Amount specified hereon together with (or, where purchased, together with an amount equal to) interest (if any) accrued to (but excluding) the Put Date, subject in each case to adjustment in accordance with Condition 7 if Indexation is specified hereon.
The Issuer shall, forthwith upon becoming aware of the occurrence of any event which may (after taking into account all (if any) other relevant events in relation to Disposed Assets for the purpose of this Condition 6(e)(iv)) result in a SSE Restructuring Event (a ''Potential SSE Restructuring Event'') (a) provide the Trustee with the relevant Directors' Report and (b) to the extent permitted by the terms of the engagement letter between the Issuer and the Reporting Accountants, provide or procure that the Reporting Accountants provide the Trustee with a copy of the Accountants' Report. The Directors' Report and the Accountants' Report shall, in the absence of manifest error, be conclusive and binding on the Issuer, the Trustee and the Noteholders. The Trustee shall be entitled to act, or not act, and rely on without being expected to verify the accuracy of the same (and shall have no liability to Noteholders for doing so) any Directors' Report and/or any Accountants' Report provided to it (whether or not addressed to it).
(v) Promptly upon, and in any event within 14 days after, the Issuer becoming aware that a 1 [Restructuring Event Put Event], 2 [Change of Control Put Event] or 2 [SSE Restructuring Event Put Event] has occurred, the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding, the Trustee shall (subject to it being indemnified and/or secured to its satisfaction), give notice (a ''Put Event Notice'') to the Noteholders in accordance with Condition 17 specifying the nature of the 1 [Restructuring Event Put Event], 2 [Change of Control Put Event] or 2 [SSE Restructuring Event Put Event] and the procedure for exercising the 1 [Restructuring Event Put Option], 2 [Change of Control Put Option] or 2 [SSE Restructuring Event Put Option].
If the rating designations employed by any of Moody's or S&P are changed from those which are described in the definition of 1 [Rating Downgrade], 2 [Change of Control Rating Downgrade] or 2 [SSE Rating Downgrade] below, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine, with the agreement of the Trustee, the rating designations of Moody's or S&P or such Substitute Rating Agency (as appropriate)
1 Only applicable where SHEPD, SHETL or SEPD is the Issuer.
2 Only applicable where SSE is the Issuer.
as are most equivalent to the prior rating designations of Moody's or S&P and this Condition 6 shall be construed accordingly.
The Trust Deed provides that the Trustee is under no obligation to ascertain whether 1 [a Restructuring Event, a Negative Rating Event or a Potential Restructuring Event (as defined in the Trust Deed)], 2 [a Change of Control Put Event, Change of Control, a Change of Control Negative Rating Event or any event which could lead to the occurrence of or could constitute a Change of Control] or 2 [a SSE Restructuring Event, a SSE Negative Rating Event or a Potential SSE Restructuring Event] has occurred and until it shall have actual knowledge or express notice pursuant to the Trust Deed to the contrary the Trustee may assume without liability to any person for so doing that no such event has occurred. The Trust Deed also provides that in determining whether or not a 1 [Restructuring Event] or 2 [SSE Restructuring Event] has occurred, the Trustee shall be entitled, but not bound, to rely solely on an opinion given in a certificate signed by two directors of the Issuer.
To exercise any option specified in this Condition 6(e) the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice (''Exercise Notice'') in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the Notice Period or 30 days after a Put Event Notice is given (or such other put period as may be specified hereon, the ''Put Period''), as applicable. No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.
(f) Redemption for Index Reasons: If Indexation is specified hereon and if the Index (as defined in Condition 7) ceases to be published or any changes are made to it which, in the opinion of the Expert (as defined in Condition 7), constitute a fundamental change in the rules governing the Index and the change would, in the opinion of the Expert, be detrimental to the interests of the Noteholders and if the Expert fails within 30 days after its appointment (or such longer period as the Trustee considers reasonable), or states to the Issuer and the Trustee that it is unable, to recommend for the purposes of the Notes any adjustments to the Index or any substitute index (with or without adjustments) as described in Condition 7(b)(iii), the Issuer shall, within 14 days after the expiry of such period or (as the case may be) after the date of such statement, give notice (which shall be irrevocable and shall state the date fixed for redemption which shall be not more than 15 days after the date on which the notice is given) to redeem the Notes then outstanding, at a price equal to their outstanding nominal amount as adjusted for indexation in accordance with Condition 7 together (where applicable) with accrued interest on the outstanding nominal amount to the date fixed for redemption (as adjusted as aforesaid).
If the Index ceases to be published or any changes are made to it which, in the opinion of the Expert, constitute a fundamental change in the rules governing the Index and the change would, in the opinion of the Expert, be detrimental to the interests of the Issuer and if the Expert fails within 30 days after its appointment (or such longer period as the Trustee considers reasonable), or states to the Issuer and the Trustee that it is unable to recommend for the purposes of the Notes any adjustments to the Index or any substitute index (with or without adjustments) as described in Condition 7(b)(iii), the Issuer may at its option, within 14 days after the expiry of such period or (as the case may be) after the date of such statement, give notice (which shall be irrevocable and shall state the date fixed for redemption which shall be not more than 15 days after the date on which the notice is given) to redeem the Notes then outstanding, at a price equal to their nominal amount as adjusted for indexation in accordance with Condition 7, together (where applicable) with accrued interest on the outstanding nominal amount to the date fixed for redemption (as adjusted as aforesaid).
(g) Partly Paid Notes: Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the provisions specified hereon, subject to adjustment in accordance with Condition 7 if Indexation is specified hereon.
1 Only applicable where SHEPD, SHETL or SEPD is the Issuer.
2 Only applicable where SSE is the Issuer.
If Indexation is specified hereon:
(i) Indexation: The redemption amount payable pursuant to Condition 6(a), 6(b), 6(c), 6(d), 6(e) or 6(f) and the amount payable pursuant to Condition 11 upon repayment of the Notes, as the case may be, shall be the Instalment Amount, the Early Redemption Amount, the Optional Redemption Amount, 1 [the Restructuring Event Redemption Amount], 2 [the Change of Control Redemption Amount], 2 [the SSE Restructuring Event Redemption Amount] or the outstanding nominal amount of the Notes, as the case may be, multiplied by the Index Ratio applicable to the date on which such redemption amount or repayment becomes payable.
Interest on the Notes shall be calculated at the Rate of Interest specified hereon multiplied by the Index Ratio applicable to the date on which such payment falls to be made and rounded to six decimal places (0.0000005 being rounded upwards). The amount of interest payable on each Note shall be calculated in accordance with Condition 5(h).
The Calculation Agent will calculate such redemption amount, repayment amount, amount of interest or rate of interest (as the case may be) as soon as practicable after each time such amount or rate is capable of being determined and will notify the Issuing and Paying Agent thereof as soon as practicable after calculating the same. The Issuing and Paying Agent will as soon as practicable thereafter notify the Issuer and any stock exchange on which the Notes are for the time being listed thereof and cause notice thereof to be published in accordance with Condition 17.
(ii) Definitions: For the purposes of these Conditions:
''Base Index Figure'' means, subject as provided in Condition 7(b) below, the Base Index Figure specified hereon;
''Calculation Date'' means any date when a payment of interest or, as the case may be, principal falls due;
''Expert'' means an independent investment bank or other expert in London appointed by the Issuer and approved by the Trustee or (failing such appointment within 10 days after the Trustee shall have requested such appointment) appointed by the Trustee;
''Index'' or ''Index Figure'' means, in relation to any calculation month (as defined in Condition 7(b)(ii)(A)), subject as provided in Conditions 6(f) and 7(b), the United Kingdom General Index of Retail Prices (for all items) as published by the Office for National Statistics (January 1987=100) as published by HM Government (currently contained in the Monthly Digest of Statistics) and applicable to such calculation month or, if that index is not published for any calculation month, any substituted index or index figures published by the Office for National Statistics or the comparable index which replaces the United Kingdom General Index of Retail Prices (for all items) for the purpose of calculating the amount payable on repayment of the Reference Gilt;
1 Only applicable where SHEPD, SHETL or SEPD is the Issuer.
2 Only applicable where SSE is the Issuer.
Any reference to the ''Index Figure applicable'' to a particular Calculation Date shall, subject as provided in Condition 7(b) below, and if ''3 months lag'' is specified hereon, be calculated in accordance with the following formula:
$$
IFA = RPI_{m-3} + \frac{(Day of Calculation Date - 1)}{(Days in month of Calculation Date)} x (RPI_{m2} - RPI_{m3})
$$
and rounded to five decimal places (0.000005 being rounded upwards) and where:
''IFA'' means the Index Figure applicable;
''RPIm-3'' means the Index Figure for the first day of the month that is three months prior to the month in which the payment falls due;
''RPIm-2'' means the Index Figure for the first day of the month that is two months prior to the month in which the payment falls due;
Any reference to the ''Index Figure applicable'' to a particular Calculation Date shall, subject as provided in Condition 7(b) below, and if ''8 months lag'' is specified hereon, be calculated in accordance with the following formula:
$$
IFA = RPI_{m-3} + \frac{(Day of Calculation Date - 1)}{(Days in month of Calculation Date)} x (RPI_{m2} - RPI_{m3})
$$
and rounded to five decimal places (0.000005 being rounded upwards) and where:
''IFA'' means the Index Figure applicable;
''RPIm-8'' means the Index Figure for the first day of the month that is eight months prior to the month in which the payment falls due;
''RPIm-7'' means the Index Figure for the first day of the month that is seven months prior to the month in which the payment falls due;
''Index Ratio'' applicable to any Calculation Date means the Index Figure applicable to such date divided by the Base Index Figure and rounded to five decimal places (0.000005 being rounded upwards); and
''Reference Gilt'' means the Reference Gilt specified hereon (or, if such stock is not in existence, such other index-linked stock issued by or on behalf of HM Government as the Issuer, on the advice of three leading brokers and/or gilt edged market makers (or such other three persons operating in the gilt edged market as the Issuer subject to the approval of the Trustee, may select), may consider to be the most appropriate reference government stock for the Notes).
purposes of the determination of the Index Figure applicable for any date is not published on or before the fourteenth day before the date on which such payment is due (the ''date for payment''), the Index Figure relating to the relevant calculation month shall be the substitute index figure (if any) as is published by the Bank of England or the United Kingdom Debt Management Office (or such other United Kingdom authority as may be appropriate) for the purposes of indexation of payments on the Reference Gilt or, failing such publication, on any one or more of HM Government's index-linked stocks, as determined by the Expert; or
(B) if no such determination is made by the Expert within seven days, the Index Figure last published before the date for payment.
Where the provisions of this Condition 7(b)(ii) apply, the certificate of the Issuer, acting on the advice of an Expert, as to the Index Figure applicable to the date for payment falls shall be conclusive and binding upon the Issuer, the Trustee and the Noteholders. If a substitute index is published as specified in (A) above, a determination made based on that index shall be final and no further payment by way of adjustment shall be made, notwithstanding that the Index Figure applicable to the date for payment may subsequently be published. If no substitute index is so published and the Index relating to the date for payment is subsequently published, then:
If any payment in respect of the Notes is due to be made after the cessation or changes referred to in the preceding paragraph but before any such adjustment to, or replacement of, the Index takes effect, the Issuer shall (if the Index Figure applicable (or deemed applicable) to the date for payment is not available in accordance with the provisions of Condition 7(a)) make a provisional payment on the basis that the Index Figure applicable to the date for payment is the Index last published. In that event or in the event of any payment on the Notes having been made on the basis of an Index deemed applicable under Condition 7(b)(ii)(A) above (also referred to below as a ''provisional payment'') and of the Trustee on the advice of the Expert (on which it may rely solely without liability to any person for so doing) subsequently determining that the relevant circumstances fall within this Condition 7(b)(iii), then:
(a) Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against presentation and surrender of the relevant Receipts (in the case of payments of Instalment Amounts other than on the due date for redemption and provided that the Receipt is presented for payment together with its relative Note), Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 8(f)(vi)) or Coupons (in the case of interest, save as specified in Condition 8(f)(ii)), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer to an account denominated in such currency with, a Bank. ''Bank'' means a bank in the principal financial centre for such currency or, in the case of euro, in a city in which banks have access to the TARGET System.
commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.
(e) Appointment of Agents: The Issuing and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Issuing and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of the Issuing and Paying Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain (i) an Issuing and Paying Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes, (iv) one or more Calculation Agent(s) where these Conditions so require, (v) Paying Agents having specified offices in at least two major European cities, (vi) such other agents as may be required by any other stock exchange on which the Notes may be listed in each case, as approved by the Trustee and (vii) a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive.
In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in Condition 8(c) above.
Notice of any such change or any change of any specified office shall promptly be given to the Noteholders.
redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be.
All payments of principal and interest by or on behalf of the Issuer in respect of the Notes, the Receipts and the Coupons shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (''Taxes'') imposed, levied, collected, withheld or assessed by or within the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as shall result in receipt by the Noteholders and Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:
As used in these Conditions, ''Relevant Date'' in respect of any Note, Receipt or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note (or relevant Certificate), Receipt or Coupon being made in accordance with these Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (i) ''principal'' shall be deemed to include any premium payable in respect of the Notes, all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or any amendment or supplement to it, (ii) ''interest'' shall
be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it and (iii) ''principal'' and/or ''interest'' shall be deemed to include any additional amounts that may be payable under this Condition or any undertaking given in addition to or in substitution for it under the Trust Deed.
Claims against the Issuer for payment in respect of the Notes, Receipts and Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.
If any of the following events (''Events of Default'') occurs and is continuing, the Trustee at its discretion may, and if so requested by holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall, subject to it being indemnified and/or secured to its satisfaction, give notice to the Issuer that the Notes are, and they shall thereupon immediately become, due and payable at their Early Redemption Amount together (if applicable) with accrued interest, subject in each case to adjustment in accordance with Condition 7 if Indexation is specified hereon:
having regard to the interests of Noteholders) or by an Extraordinary Resolution of the Noteholders; or
provided that in the case of paragraphs (ii), (iii), (v), (vi), (viii) and (other than in relation to the Issuer) (vii) the Trustee shall have certified that in its opinion such event is materially prejudicial to the interests of the Noteholders.
For the purposes of paragraph (vii) above, Section 123(1)(a) of the Insolvency Act 1986 shall have effect as if for ''£750'' there was substituted ''£250,000''. Neither the Issuer nor any Principal Subsidiary shall be deemed to be unable to pay its debts for the purposes of paragraph (vii) above if any such demand as is mentioned in Section 123(1)(a) of the Insolvency Act 1986 is being contested in good faith by the Issuer or the relevant Principal Subsidiary with recourse to all appropriate measures and procedures or if any such demand is satisfied before the expiration of such period as may be stated in any notice given by the Trustee under this Condition.
1 Only applicable where SHEPD, SHETL or SEPD is the Issuer.
in which case the necessary quorum shall be two or more persons holding or representing not less than two-thirds, or at any adjourned meeting not less than one-third, in nominal amount of the Notes for the time being outstanding.
Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. The Trust Deed provides that a resolution in writing signed by or on behalf of holders of not less than 90 per cent. of the aggregate nominal amount of Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held.
These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Final Terms in relation to such Series.
1 Only applicable where SHEPD, SHETL or SEPD is the Issuer.
At any time after the Notes become due and payable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer as it may think fit to enforce the terms of the Trust Deed, the Notes, the Receipts and the Coupons, but it need not take any such proceedings unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Noteholders holding at least one-quarter in nominal amount of the Notes outstanding, and (b) it shall have been indemnified and/or secured to its satisfaction. No Noteholder, Receiptholder or Couponholder may proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility. The Trustee is entitled to enter into business transactions with the Issue and any entity related to the Issuer without accounting for any profit.
If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Issuing and Paying Agent (in the case of Bearer Notes, Receipts, Coupons or Talons) and of the Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered before replacements will be issued.
The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further securities either having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest on them) and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Notes) or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single series with the Notes. Any further securities forming a single series with the outstanding securities of any series (including the Notes) constituted by the Trust Deed or any deed supplemental to it shall, and any other securities may (with the consent of the Trustee), be constituted by the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of securities of other series where the Trustee so decides.
Notices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices to the holders of Bearer Notes shall be valid if published in a daily newspaper of general circulation in London (which is expected to be the Financial Times). If in the opinion of the Trustee any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made, as provided above.
Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition.
No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.
''Accountants' Report'' means a report of the Reporting Accountants stating whether the amounts included in the calculation of the Operating Profit and the amount for Consolidated Operating Profit as included in the Directors' Report have been accurately extracted from the accounting records of the Issuer and its consolidated subsidiaries and whether the Disposal Percentage included in the Directors' Report has been correctly calculated which will be prepared pursuant to an engagement letter to be entered into by the Reporting Accountants and the Issuer.
The Issuer shall use reasonable endeavours to procure that there shall at the relevant time be Reporting Accountants who have (a) entered into an engagement letter with the Issuer which shall (i) not limit the liability of the Reporting Accountants by reference to a monetary cap, (ii) permit the Trustee to receive a copy of, and rely upon, any Accountants' Reports produced by them and (iii) be available for inspection by Noteholders at the principal office of the Trustee or (b) agreed to provide Accountants' Reports on such other terms as the Issuer and the Trustee, in its absolute discretion, shall approve.
If the Issuer, having used reasonable endeavours, is unable to procure that there shall at the relevant time be Reporting Accountants who have entered into an engagement letter complying with (i) above, the Trustee may rely on an Accountants' Report (whether or not addressed to it) which contains a limit on the liability of the Reporting Accountants by reference to a monetary cap or otherwise.
If the Issuer, having used reasonable endeavours, is unable to procure that there shall at the relevant time be Reporting Accountants who have entered into an engagement letter complying with (ii) above, the Issuer shall procure that the Directors' Report shall state whether or not the Accountants Report confirms whether or not (x) the amounts referred to in the first paragraph of this definition have been so correctly extracted and (y) the relevant Disposal Percentage has been correctly calculated and, if applicable, shall give details of any respects in which the Accountants' Report reaches a different conclusion from that stated in the Directors' Report. In the event that the Accountants' Report does not confirm that such amounts have been correctly extracted and/or correctly calculated, the Issuer shall, as soon as reasonably practicable, provide the Trustee with a revised Directors' Report which states that the Accountants' Report confirms the details referred to in (x) and (y) above in relation to the contents of such revised Directors Report. The Trustee may rely upon the revised Directors' Report regardless of the contents of any previous Directors' Report delivered as contemplated by this paragraph.
The Issuer shall give notice in writing to the Trustee of the identity of the Reporting Accountants at any relevant time;
''Balancing and Settlement Code'' means the document as may be modified from time to time, setting out the balancing and settling arrangements established by National Grid Electricity Transmission plc or any other successor system or operator pursuant to its distribution licence;
all as shown in the then latest audited consolidated balance sheet and profit and loss account of the Group prepared in accordance with generally accepted accounting principles in the United Kingdom, but adjusted as may be necessary in respect of any variation in the paid up share capital or share premium account of the Issuer since the date of that balance sheet and further adjusted as may be necessary to reflect any change since the date of that balance sheet in the Subsidiary Undertakings comprising the Group and/or as the Auditors (as defined in the Trust Deed) may consider appropriate.
A report by the Auditors as to the amount of the Capital and Reserves at any given time shall, in the absence of manifest error, be conclusive and binding on all parties;
''Change of Control'' means the occurrence of an event whereby any person or any persons acting in concert (as defined in the City Code on Takeovers and Mergers), other than a holding company (as defined in Section 1159 of the Companies Act 2006 as amended) whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Issuer, shall become interested (within the meaning of Part 22 of the Companies Act 2006 as amended) in (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (B) shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer;
''Change of Control Period'' means the period commencing on the Relevant Announcement Date and ending 90 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration);
a ''Change of Control Put Event'' occurs on the date of the last to occur of (a) a Change of Control, (b) either a Change of Control Rating Downgrade or, as the case may be, a Change of Control Negative Rating Event and (c) the Confirmation;
a ''Change of Control Rating Downgrade'' shall be deemed to have occurred in respect of a Change of Control if the then current rating assigned to the Notes by any Rating Agency at the invitation of the Issuer (or where there is no rating from any Rating Agency assigned at the invitation of the Issuer, the then current rating (if any) assigned to the Notes by any Rating Agency of its own volition) is withdrawn or reduced from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to a non-investment grade rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or, if the Rating Agency shall then have already rated the Notes below investment grade (as described above), the rating is lowered one full rating category (from BB+/Ba1 to BB/Ba2 or such similar lowering);
a ''Change of Control Negative Rating Event'' shall be deemed to have occurred if at such time as there is no rating assigned to the Notes by a Rating Agency (i) the Issuer does not, either prior to, or not later than 21 days after, the occurrence of the Change of Control seek, and thereafter throughout the Change of Control Period use all reasonable endeavours to obtain, a rating of the Notes, or any other unsecured and unsubordinated debt of the Issuer or (ii) if the Issuer does so seek and use such endeavours, it is unable to obtain such a rating of at least investment grade (BBB-/Baa3, or their respective equivalents for the time being) by the end of the Change of Control Period, provided that in either case, there is at least one Rating Agency in operation at such time from whom to obtain such a rating. If there is no Rating Agency so in operation no Change of Control Negative Rating Event shall be deemed to occur;
''Consolidated Operating Profit'' means the consolidated operating profit on ordinary activities before tax and interest and before taking account of depreciation and amortisation of goodwill and regulatory assets (and, for the avoidance of doubt, excluding the impact of IAS 39 and exceptional items, as reflected in the Relevant Accounts) of the Issuer (including any share of operating profit of associates and joint ventures) determined in accordance with International Financial Reporting Standards (''IFRS'') by reference to the Relevant Accounts;
''Directors' Report'' means a report prepared and signed by two directors of the Issuer addressed to the Trustee setting out the Operating Profit, the Consolidated Operating Profit and the Disposal Percentage (in each case in relation to the relevant Disposed Assets), stating any assumptions which the directors have employed in determining, in each case, the Operating Profit, confirming whether or not a SSE Restructuring Event has occurred and, where applicable, containing the relevant confirmation referred to in the definition of ''Accountants Report'' above (and includes any revision made to any previous report);
''Disposal Percentage'' means, in relation to a sale, transfer, lease or other disposal or dispossession of any Disposed Assets, the ratio of (a) the aggregate Operating Profit to (b) the Consolidated Operating Profit, expressed as a percentage;
''Disposed Assets'' means, where the Issuer and/or any of its subsidiaries sells, transfers, leases or otherwise disposes of or is dispossessed by any means (but excluding sales, transfers, leases, disposals or dispossessions which, when taken together with any related lease back or similar arrangements entered into in the ordinary course of business, have the result that Operating Profit directly attributable to any such undertaking, property or assets continues to accrue to the Issuer or, as the case may be, such subsidiary), otherwise than to a wholly-owned subsidiary of the Issuer or to the Issuer, of the whole or any part (whether by a single transaction or by a number of transactions whether related or not) of its undertaking or (except in the ordinary course of business of the Issuer or any such subsidiary) property or assets, the undertaking, property or assets sold, transferred, leased or otherwise disposed of or of which it is so dispossessed;
''Distribution Licence'' means the distribution licence granted to the Issuer under Section 6(1)(c) of the Electricity Act, as amended by Section 30 of the Utilities Act, and from time to time, any other replacement licence or licences or exemptions granted or issued by any relevant authority or person in the United Kingdom to the Issuer which entitles the Issuer to distribute electricity in the United Kingdom or any part thereof;
''Electricity Act'' means the Electricity Act 1989 as amended or re-enacted from time to time and all subordinate legislation made pursuant thereto;
''Excluded Subsidiary'' means any Subsidiary of the Issuer:
provided that the Issuer may give written notice to the Trustee at any time that any Excluded Subsidiary is no longer an Excluded Subsidiary, whereupon it shall cease to be an Excluded Subsidiary;
''Gas and Electricity Markets Authority'' means the authority so named and established under Section 1 of the Utilities Act or, as the case may be, any other competent authority;
''Group'' means the Issuer and its Subsidiary Undertakings and ''member of the Group'' shall be construed accordingly;
''Indebtedness For Borrowed Money'' means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed, (ii) liabilities under or in respect of any acceptance or acceptance credit or (iii) any notes, bonds, debentures, debenture stock, loan stock or other securities offered, issued or distributed whether by way of public offer, private placing, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash;
''Independent Financial Adviser'' means a financial adviser appointed by the Issuer and approved by the Trustee (such approval not to be unreasonably withheld or delayed having regard to the interests of Noteholders) or, if the Issuer shall not have appointed such an adviser within 21 days after becoming aware of the occurrence of a Restructuring Event and the Trustee is indemnified and/or secured to its satisfaction against the costs of such adviser, appointed by the Trustee following consultation with the Issuer;
a ''Negative Rating Event'' shall be deemed to have occurred if (A) the Issuer does not, either prior to or not later than 14 days after the date of a Negative Certification in respect of the relevant Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, a rating of the Notes or (B) if it does so seek and use such endeavours, it is unable, as a result of such Restructuring Event, to obtain such a rating of at least investment grade (BBB-/Baa3, or their respective equivalents for the time being);
''Operating Profit'', in relation to any Disposed Assets, means the operating profits on ordinary activities before tax and interest and before taking account of depreciation and amortisation of goodwill and regulatory assets (and, for the avoidance of doubt, excluding the impact of IAS 39 and exceptional items, as reflected in the Relevant Accounts) of the Issuer and its consolidated subsidiaries directly attributable to such Disposed Assets as determined in accordance with IFRS by reference to the Relevant Accounts and, if Relevant Accounts do not yet exist, determined in a manner consistent with the assumptions upon which the Directors' Report is to be based. Where the Directors of the Issuer have employed assumptions in determining the Operating Profit, those assumptions should be clearly stated in the Directors' Report;
''Principal Subsidiary'' at any time shall mean:
(ii) any Subsidiary of the Issuer (not being an Excluded Subsidiary or any other Subsidiary of the Issuer at least 90 per cent. in nominal amount of whose Indebtedness For Borrowed Money is Project Finance Indebtedness):
(A) whose (a) profits on ordinary activities before tax or (b) net assets represent 20 per cent. or more of the consolidated profits on ordinary activities before tax of the Issuer or, as the case may be, consolidated net assets of the Issuer, in each case as calculated by reference to the then latest audited financial statements of such Subsidiary (consolidated in the case of a Subsidiary which itself has subsidiaries) and the then latest audited consolidated financial statements of the Issuer provided that in the case of a Subsidiary acquired after the end of the financial period to which the then latest relevant audited consolidated financial statements of the Issuer relate, the reference to the then latest audited consolidated financial statements of the Issuer for the purposes of the calculation above shall, until consolidated financial statements for the financial period in which the acquisition is made have been prepared and audited as aforesaid, be deemed to be a reference to such first-mentioned financial statements as if such Subsidiary had been shown in such financial statements by reference to its then latest relevant audited financial statements (consolidated in the case of a Subsidiary which itself has subsidiaries), adjusted as deemed appropriate by the Auditors after consultation with the Issuer; or
A report by the Auditors that, in their opinion, a Subsidiary of the Issuer is or is not or was or was not at any particular time or throughout any specified period a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on the Issuer, the Trustee and the Noteholders;
''Project Finance Indebtedness'' means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:
References to the Notes being ''rated'' are to the Notes having a rating from a Rating Agency;
''Public Announcement'' means an announcement made by the Issuer of the occurrence of an SSE Restructuring Event in accordance with Condition 17;
''Rated Securities'' means the Notes, if and for so long as they shall have an effective rating from a Rating Agency and otherwise any Rateable Debt which is rated by a Rating Agency; provided that if there shall be no such Rateable Debt outstanding prior to the maturity of the Notes, the holders of not less than onequarter in principal amount of outstanding Notes may require the Issuer to obtain and thereafter update on an annual basis a rating of the Notes from a Rating Agency. In addition, the Issuer may at any time obtain, and thereafter update, on an annual basis a rating of the Notes from a Rating Agency, provided that, except as provided above, the Issuer shall not have any obligation to obtain such a rating of the Notes;
''Rating Agency'' means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. or any of its Subsidiaries and their successors (''S&P'') or Moody's Investors Service, Inc. or any of its Subsidiaries and their successors (''Moody's'') or any rating agency (a ''Substitute Rating Agency'') substituted for any of them (or any permitted substitute of them) by the Issuer from time to time with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed having regard to the interests of Noteholders);
''Relevant Accounts'' means the most recent annual audited consolidated financial accounts of the Issuer preceding the relevant sale, transfer, lease or other disposal or dispossession of any Disposed Asset;
''Relevant Potential Change of Control Announcement'' means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs;
a ''Rating Downgrade'' shall be deemed to have occurred in respect of a Restructuring Event if the then current rating assigned to the Notes by any Rating Agency (whether provided by a Rating Agency at the invitation of the Issuer or by its own volition) is withdrawn or reduced from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to a non-investment grade rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or, if the Rating Agency shall then have already rated the Notes below investment grade (as described above), the rating is lowered one full rating category (from BB+/Ba1 to BB/Ba2 or such similar lowering);
''Relevant Indebtedness'' means any present or future indebtedness (whether being principal, premium, interest or other amounts) in the form of or represented by notes, bonds, debentures, debenture stock, loan stock or other securities, whether issued for cash or in whole or in part for a consideration other than cash, and which, with the agreement of the person issuing the same, are quoted, listed or ordinarily dealt in on any stock exchange or recognised over-the-counter or other securities market, but shall in any event not include Project Finance Indebtedness;
''Relevant Subsidiary'' means a wholly-owned Subsidiary of the Issuer or of another Relevant Subsidiary which is a guarantor in respect of, or is a primary obligor under, the Notes as contemplated in Condition 12(c) or paragraph (i)(c) of the definition of Restructuring Event;
''Reporting Accountants'' means the auditors for the time being of the Issuer (but not acting in their capacity as auditors) or such other firm of accountants as may be nominated by the Issuer and approved in writing by the Trustee for the purpose (such approval not to be unreasonably withheld or delayed having regard to the interests of the Noteholders) or, failing which, as may be selected by the Trustee for the purpose;
''Restructuring Event'' means the occurrence of any one or more of the following events:
(b) the Issuer or, as the case may be, a Relevant Subsidiary agrees in writing with the Secretary of State (or any successor) to any revocation or surrender of the Distribution Licence; or
(c) any legislation (whether primary or subordinate) is enacted terminating or revoking the Distribution Licence, except in any such case in circumstances where a licence or licences on (in the opinion of the Trustee after consultation with the Issuer) no less favourable terms is or are granted to the Issuer or a Relevant Subsidiary and in the case of such Relevant Subsidiary at the time of such grant it either executes in favour of the Trustee an unconditional and irrevocable guarantee in respect of the Notes in such form as the Trustee may approve (such approval not to be unreasonably withheld or delayed having regard to the interests of Noteholders) or becomes the primary obligor (jointly or severally where appropriate) under the Notes in accordance with Condition 12(c); or
material modification as provided above shall not, by virtue of this provision be deemed not to be material;
A ''Restructuring Event Put Event'' occurs on the date of the last to occur of (a) a Restructuring Event, (b) either a Rating Downgrade or, as the case may be, a Negative Rating Event, (c) the Confirmation and (d) the relevant Negative Certification;
(or, in each case, such longer period in which the Rated Securities are under consideration (such consideration having been announced publicly within the first mentioned 90 day period) for rating review or, as the case may be, rating by a Rating Agency);
''Secretary of State'' means the Secretary of State for Business, Enterprise and Regulatory Reforms (or any successor);
''SSE Negative Rating Event'' shall be deemed to have occurred if at the time of the SSE Restructuring Event there are no Rated Securities and either:
provided that in either case there is at least one Rating Agency in operation at such time from whom to obtain such a rating, and if there is no Rating Agency in operation no SSE Negative Rating Event will be deemed to occur. The Issuer shall promptly notify the Trustee in writing of the date on which it first seeks to obtain the rating referred to in paragraph (a) above;
''SSE Rating Downgrade'' shall be deemed to have occurred in respect of the SSE Restructuring Event if the then current rating assigned to the Rated Securities by any Rating Agency at the invitation of the Issuer (or where there is no rating from any Rating Agency assigned at the invitation of the Issuer, the then current rating (if any) assigned to the Rated Securities by any Rating Agency of its own volition) is: (i) withdrawn or reduced from a rating of at least BBB or Baa2 (or their respective equivalents for the time being) to a rating below BBB or Baa2 (or their respective equivalents for the time being) or, (ii) if a Rating Agency shall already have rated the Rated Securities below BBB or Baa2 (or their respective equivalents for the time being), the rating is lowered at least one full rating notch (for example, BBB/ Baa2 to BBB-/Baa3 (or, in each case, their respective equivalents for the time being); provided that a SSE Rating Downgrade otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular SSE Restructuring Event if the Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce publicly or confirm in writing to the Issuer or the Trustee that its decision resulted, in whole or in part, from the occurrence of, or any event or circumstance comprised in or arising as a result of, or in respect of, the applicable SSE Restructuring Event (whether or not the SSE Restructuring Event shall have occurred at the time of the SSE Rating Downgrade);
''SSE Restructuring Event'' shall be deemed to have occurred at any time (whether or not approved by the board of directors of the Issuer) if the sum of all (if any) Disposal Percentages arising within any period of 36 consecutive months commencing on or after the date on which agreement is reached to issue the first Tranche of the Notes is greater than 30 per cent.; and
following the later of (a) the date on which the Issuer shall seek to obtain a rating as contemplated in the definition of SSE Negative Rating Event prior to the expiry of the 21 days referred to in that definition and (b) the date of the relevant Public Announcement,
(or, in each case, such longer period in which the Rated Securities are under consideration (such consideration having been announced publicly within the first mentioned 90 day period) for rating review or, as the case may be, rating by a Rating Agency);
''Subsidiary'' means a subsidiary within the meaning of Section 1159 of the Companies Act 2006;
''Subsidiary Undertaking'' shall have the meaning given to it by Section 1162 of the Companies Act 2006 (but, in relation to the Issuer, shall exclude any undertaking (as defined in Section 1161 of the Companies Act 2006) whose accounts are not included in the then latest published audited consolidated accounts of the Issuer, or (in the case of an undertaking which has first become a subsidiary undertaking of a member of the Group since the date as at which any such audited accounts were prepared) would not have been so included or consolidated if it had become so on or before that date);
''Utilities Act'' means the Utilities Act 2000 as amended or re-enacted from time to time and all subordinate legislation made pursuant thereto; and
''wholly-owned Subsidiary'' means a 100 per cent. owned Subsidiary of the Issuer.
Any reference to an obligation being guaranteed shall include a reference to an indemnity being given in respect of such obligation.
The Trust Deed, the Notes, the Receipts, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.
If the Global Notes are stated in the applicable Final Terms to be issued in NGN form, they will be delivered on or prior to the original issue date of the Tranche to a Common Safekeeper. Depositing the Global Notes with the Common Safekeeper does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue, or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
Global Notes which are issued in CGN form and Certificates may be delivered on or prior to the original issue date of the Tranche to a Common Depositary.
If the Global Note is a CGN, upon the initial deposit of the Global Note with a common depositary for Euroclear and Clearstream, Luxembourg (the ''Common Depositary'') or registration of Registered Notes in the name of any nominee for Euroclear and Clearstream, Luxembourg and delivery of the relative Global Certificate to the Common Depositary, Euroclear or Clearstream, Luxembourg will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid. If the Global Note is an NGN, the nominal amount of the relevant Notes shall be the aggregate amount from time to time entered in the records of Euroclear or Clearstream, Luxembourg. The records of such clearing system shall be conclusive evidence of the nominal amount of Notes represented by the Global Note and a statement issued by such clearing system at any time shall be conclusive evidence of the records of the relevant clearing system at that time.
Notes that are initially deposited with the Common Depositary may also be credited (if indicated in the relevant Final Terms) to the accounts of subscribers with other clearing systems through direct or indirect accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, Notes that are initially deposited with any other clearing system may similarly be credited to the accounts of subscribers with Euroclear, Clearstream, Luxembourg or other clearing systems.
Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or any other permitted clearing system (''Alternative Clearing System'') as the holder of a Note represented by a Global Note or a Global Certificate must look solely to Euroclear, Clearstream, Luxembourg or any such Alternative Clearing System (as the case may be) for his share of each payment made by the Issuer to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, and in relation to all other rights arising under the Global Notes or Global Certificates, subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream, Luxembourg, or such Alternative Clearing System (as the case may be). Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note or Global Certificate and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, in respect of each amount so paid.
Each temporary Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date:
Each permanent Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date in whole but not, except as provided under paragraph 3.4 below, in part for Definitive Notes:
In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shall be issued in Specified Denomination(s) only. A Noteholder who holds a principal amount of less than the minimum Specified Denomination will not receive a definitive Note in respect of such holding and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Specified Denominations.
If the Final Terms state that the Notes are to be represented by a permanent Global Certificate on issue, the following will apply in respect of transfers of Notes held in Euroclear or Clearstream, Luxembourg or an Alternative Clearing System. These provisions will not prevent the trading of interests in the Notes within a clearing system whilst they are held on behalf of such clearing system, but will limit the circumstances in which the Notes may be withdrawn from the relevant clearing system.
Transfers of the holding of Notes represented by any Global Certificate pursuant to Condition 2(b) may only be made in part:
provided that, in the case of the first transfer of part of a holding pursuant to paragraph 3.3(i) or 3.3(ii) above, the Registered Holder has given the Registrar not less than 30 days' notice at its specified office of the Registered Holder's intention to effect such transfer.
For so long as a permanent Global Note is held on behalf of a clearing system and the rules of that clearing system permit, such permanent Global Note will be exchangeable in part on one or more occasions for Definitive Notes (a) if principal in respect of any Notes is not paid when due or (b) if so provided in, and in accordance with, the Conditions (which will be set out in the relevant Final Terms) relating to Partly Paid Notes.
If the Global Note is a CGN, on or after any due date for exchange, the holder of a Global Note may surrender such Global Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Issuing and Paying Agent. In exchange for any Global Note, or the part thereof to be exchanged, the Issuer will (i) in the case of a temporary Global Note exchangeable for a permanent Global Note, deliver, or procure the delivery of, a permanent Global Note in an aggregate nominal amount equal to that of the whole or that part of a temporary Global Note that is being exchanged or, in the case of a subsequent exchange, endorse, or procure the endorsement of, a permanent Global Note to reflect such exchange or (ii) in the case of a Global Note exchangeable for Definitive Notes, deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Notes or if the Global Note is a NGN, the Issuer will procure that details of such exchange be entered pro rata in the records of the relevant clearing system. In this Prospectus, ''Definitive Notes'' means, in relation to any Global Note, the definitive Bearer Notes for which such Global Note may be exchanged (if appropriate, having attached to them all
Coupons and Receipts in respect of interest or Instalment Amounts that have not already been paid on the Global Note and a Talon). Definitive Notes will be security printed in accordance with any applicable legal and stock exchange requirements in or substantially in the form set out in the Schedules to the Trust Deed. On exchange in full of each permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes.
''Exchange Date'' means, in relation to a temporary Global Note, the day falling after the expiry of 40 days after its issue date and, in relation to a permanent Global Note, a day falling not less than 60 days, or in the case of failure to pay principal in respect of any Notes when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Issuing and Paying Agent is located and in the city in which the relevant clearing system is located.
The temporary Global Notes, permanent Global Notes and Global Certificates contain provisions that apply to the Notes that they represent, some of which modify the effect of the terms and conditions of the Notes set out in this Prospectus. The following is a summary of certain of those provisions:
No payment falling due after the Exchange Date will be made on any Global Note unless exchange for an interest in a permanent Global Note or for Definitive Notes is improperly withheld or refused. Payments on any temporary Global Note issued in compliance with the D Rules before the Exchange Date will only be made against presentation of certification as to non-U.S. beneficial ownership in the form set out in the Agency Agreement. All payments in respect of Notes represented by a Global Note in CGN form will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender of that Global Note to or to the order of the Issuing and Paying Agent or such other Paying Agent as shall have been notified to the Noteholders for such purpose. If the Global Note is a CGN, a record of each payment so made will be endorsed on each Global Note, which endorsement will be prima facie evidence that such payment has been made in respect of the Notes. Condition 8(e)(vii) and Condition 9(d) will apply to the Definitive Notes only. If the Global Note is a NGN, the Issuer shall procure that details of each such payment shall be entered pro rata in the records of the relevant clearing system and in the case of payments of principal, the nominal amount of the Notes recorded in the records of the relevant clearing system and represented by the Global Note will be reduced accordingly. Payments under the NGN will be made to its holder. Each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries in the records of the relevant clearing system shall not affect such discharge. For the purpose of any payments made in respect of a Global Note, the relevant place of presentation shall be disregarded in the definition of ''business day'' set out in Condition 8(h).
All payments in respect of Notes represented by a Global Certificate will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday except 25 December and 1 January.
Claims against the Issuer in respect of Notes that are represented by a permanent Global Note will become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 9).
The holder of a permanent Global Note or of the Notes represented by a Global Certificate shall (unless such permanent Global Note or Global Certificate represents only one Note) be treated as being two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, the holder of a permanent Global Note shall be treated as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. (All holders of Registered Notes are entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes comprising such Noteholder's holding, whether or not represented by a Global Certificate.)
Cancellation of any Note represented by a permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the nominal amount of the relevant permanent Global Note.
Notes represented by a permanent Global Note may only be purchased by the Issuer or any of its subsidiaries provided that they are purchased together with the rights to receive all future payments of interest and Instalment Amounts (if any) thereon.
Any option of the Issuer provided for in the Conditions of any Notes while such Notes are represented by a permanent Global Note shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the event that any option of the Issuer is exercised in respect of some but not all of the Notes of any Series, the rights of accountholders with a clearing system in respect of the Notes will be governed by the standard procedures of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) or any other Alternative Clearing System (as the case may be).
Any option of the Noteholders provided for in the Conditions of any Notes while such Notes are represented by a permanent Global Note may be exercised by the holder of the permanent Global Note giving notice to the Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the serial numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time, where the permanent Global Note is a CGN, presenting the permanent Global Note to the Issuing and Paying Agent for notation. Where the Global Note is a NGN, the Issuer shall procure that details of such exercise shall be entered pro rata in the records of the relevant clearing system and the nominal amount of the Notes recorded in those records will be reduced accordingly.
Where the Global Note is a NGN, the Issuer shall procure that any exchange, payment, cancellation, exercise of any option or any right under the Notes, as the case may be, in addition to the circumstances set out above shall be entered in the records of the relevant clearing systems and upon any such entry being made, in respect of payments of principal, the nominal amount of the Notes represented by such Global Note shall be adjusted accordingly.
In considering the interests of Noteholders while any Global Note is held on behalf of, or Registered Notes are registered in the name of any nominee for, a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to such Global Note or Registered Notes and may consider such interests as if such accountholders were the holders of the Notes represented by such Global Note or Global Certificate.
So long as any Notes are represented by a Global Note and such Global Note is held on behalf of a clearing system, notices to the holders of Notes of that Series may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions or by delivery of the relevant notice to the holder of the Global Note.
The provisions relating to Partly Paid Notes are not set out in this Prospectus, but will be contained in the relevant Final Terms and thereby in the Global Notes. While any instalments of the subscription moneys due from the holder of Partly Paid Notes are overdue, no interest in a Global Note representing such Notes may be exchanged for an interest in a permanent Global Note or for Definitive Notes (as the case may be). If any Noteholder fails to pay any instalment due on any Partly Paid Notes within the time specified, the Issuer may forfeit such Notes and shall have no further obligation to their holder in respect of them.
The net proceeds from the issue of each Tranche of Notes will be applied by the Issuer for general corporate purposes. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.
Scottish and Southern Energy plc (''SSE'') was incorporated with limited liability in Scotland under the Companies Act 1985 with registration number SC117119 on 1 April 1989 for an unlimited term. SSE was originally incorporated as North of Scotland Electricity plc., and on 1 August 1989 it changed its name to Scottish Hydro Electric plc. In December 1998 Scottish Hydro Electric plc merged with Southern Electric plc, whereby Scottish Hydro Electric plc acquired Southern Electric plc and subsequently changed its name on 14 December 1998 to Scottish and Southern Energy plc (SSE and its subsidiaries being the ''SSE Group''). SSE intends on changing its name to SSE plc on 1 October 2011.
SSE is a holding company and depends on the dividends, distributions and other payments from its subsidiaries to fund its operations.
As at the date of this Prospectus, the members of the Board of Directors of SSE, all of Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ, United Kingdom are as follows:
| Title | |
|---|---|
The members of the Board of Directors of SSE have the following significant outside activities:
. Katie Bickerstaffe is Group People, Marketing and Property Director of DSG international plc.
There are no potential conflicts of interest between the duties of any of the members of the Board of Directors of SSE and his/her private interests and/or other duties.
In September 2010, SSE disposed of its investment in Butendiek Offshore Windpark Holding GmbH (''Butendiek'') and its subsidiaries to wpd AG for cash proceeds of £1.0 million less £0.3 million costs of disposal. No profit or loss was recognised on this disposal. The disposal of Butendiek may result in additional proceeds being received dependent on certain contingent events. The contingent consideration for the disposal, which is a financial asset, has been deemed by SSE to have a fair value of zero, based on the SSE Group's assessment of the likelihood of the contingent events taking place. In addition, SSE disposed of certain other minor investments in Germany for cash proceeds of £3.1m and recorded a gain on the disposals of £1.9 million.
In October 2010, SSE acquired the 27 megawatt (''MW'') Calliachar wind farm project, for construction of a wind farm 5 kilometres south of Aberfeldy in Perthshire, from I & H Brown Limited. The Calliachar project was consented to by Scottish Ministers in July 2010. It is expected that construction of the wind farm will start in 2012.
In October 2010, SSE increased its shareholding in Rocktron (Widnes) Limited from 49 per cent. to 100 per cent., for a nominal sum following an agreement with Rocktron (Widnes) Limited for the use of its exclusive fly ash recycling technology.
Rocktron (Widnes) Limited owns and operates an ash separation plant at SSE's Fiddlers Ferry power station, where fresh and stored ash produced by the power station is processed into marketable minerals and materials such as cement substitutes. The plant is capable of producing around 800,000 tonnes of minerals and materials per annum, and employs 34 people.
In November 2010, SSE acquired a new 'grade A' property at 1 Waterloo Street, Glasgow. The new building will accommodate much of the work undertaken by SSE's renewables business, which includes supporting the multi-billion-pound investment programme for onshore and offshore wind, hydroelectricity and wave and tidal energy. The new property at 1 Waterloo Street will provide space for over 500 staff, meeting SSE's current needs and proposed expansion plans,
In November 2010, SSE entered into an agreement with Faroe Petroleum plc (''Faroe''), the independent oil and gas company, to work together to identify, assess and, where good value can be obtained, acquire producing oil and gas assets in the North Sea. SSE has also subscribed in a placing for just over 5 per cent. of the enlarged share capital of Faroe at a cost of around £18 million. The new partnership between SSE and Faroe is currently working on a number of opportunities to acquire upstream production.
In November 2010, SSE agreed to invest a further £2.7 million in the wave energy developer Aquamarine Power, taking its total investment in the company over the last three years to £19.8 million and giving it a 43 per cent. equity interest in the company. ABB Technology Ventures, the technology investment arm of ABB Group, the power and automation technology company, has also decided to invest £8.0 million in Aquamarine Power.
Aquamarine Power is currently developing an innovative hydro electric wave energy converter, Oyster 2, which is expected to be deployed before the end of 2011. Its existing 300 kilowatt Oyster device has been undergoing sea trials at the European Marine Energy Centre in Orkney.
In December 2010, SSE entered into an agreement with Zouk Ventures Limited, the London-based cleantech investor, under which SSE and Zouk Ventures Limited each acquired a 40 per cent. equity interest in Anesco Limited (''Anesco''), a new company formed to provide energy efficiency and carbon reduction solutions for householders, local authorities and businesses.
The remaining 20 per cent. equity interest is owned by the Anesco management team. Anesco offers a variety of products, including property insulation, solar photovoltaics, solar thermal and maintenance of microgeneration installations.
In June 2010, SSE (through its wholly owned subsidiary SSE E&P UK Limited) entered into an agreement with Hess Limited to acquire its natural gas assets and infrastructure in three regions of the North Sea (Everest/Lomond Area; Easington Catchment Area; and Bacton Area). Gas production from these assets is expected to provide approximately 6 per cent. of SSE's total gas requirements. In February 2011, SSE completed the acquisition for a cash consideration of £197.2 million. This acquisition allowed SSE to enter the upstream gas sector in a measured way (\$6.6 per barrel of oil equivalent) by buying proven and geographically diverse production assets. It represents a new source of fuel and a hedge for SSE's gas generation and supply activities.
In April 2011, SSE sold its 100 per cent. interest in three wind farms with a total capacity of 96.8MW to Infinis, a company owned by the private equity firm Terra Firma, for a cash consideration of £178.4 million. Electricity from the Dalswinton wind farm (30MW) and the Minsca wind farm (36.8MW) in Scotland is to be sold to a third party. Electricity from the Slieve Divena wind farm (30MW) in Northern Ireland will be sold to SSE under a new power purchase agreement between SEE and Infinis.
In May 2011, Wind Towers Limited, the joint venture between SSE and Marsh Wind Technology Limited, the UK subsidiary of Marsh Global Holdings Limited, completed the purchase of the Skykon wind turbine tower manufacturing and assembly plant at Machrihanish, Campbeltown, from Skykon's administrators.
Highlands and Islands Enterprise (HIE) has invested £3.4 million in the plant and the Argyll and Bute Council is committing to a £12 million infrastructure upgrade to the local port and roads.
In addition to producing wind turbine towers for onshore wind farms, the construction of new facilities to allow the production of turbine towers for offshore wind farms at the site is almost complete. The new facilities will enable Wind Towers Limited to participate in the next phase of offshore wind developments.
In May 2011, SSE reached an agreement to acquire a wind farm development close to SSE's existing Keadby power station in North Lincolnshire (the ''Keadby Wind Farm''), from Renewable Energy Systems Group (''RES''). The Keadby Wind Farm project was developed by RES and is a 34 turbine project which received planning consent in 2008. Once constructed, the project will have an installed capacity of between 68 and 85MW and provide enough clean, green energy to power the equivalent of between 38,000 and 47,000 UK homes.
Scottish Hydro Electric Power Distribution plc (''SHEPD'') was incorporated with limited liability in Scotland under the Companies Act 1985 with registration number SC213460 on 4 December 2000 for an unlimited term, and is a 100 per cent. indirectly owned subsidiary of SSE.
The north of Scotland electricity distribution business of SSE was transferred to SHEPD on 1 October 2001 through a statutory transfer scheme under the Utilities Act 2000. SHEPD's principal activity is the distribution of electricity in the Scottish Hydro Electric region, owning, maintaining and operating the electricity network of some 47,000 kilometres of overhead lines and underground cables. SHEPD serves over 747,000 customers in a region which covers 54,900 square kilometres and includes northern mainland Scotland including the Highland and Grampian regions, parts of the Tayside, Central and Fife regions and rural parts of Strathclyde, together with all the Scottish islands including the Orkney and Shetland Islands and the Western Isles. The region has a population of approximately 1.2 million and a diversified customer base including domestic, commercial and industrial sectors.
As at the date of this Prospectus, the members of the Board of Directors of SHEPD, all of Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ, United Kingdom are as follows:
| Name | Title | Significant Outside Activities |
|---|---|---|
| Gregor Alexander | Director | (See ''— Board of Directors of SSE'' above) |
| Colin Hood | Director | (See ''— Board of Directors of SSE'' above) |
| Steven Kennedy | Director | No significant outside activities |
| Mark Mathieson | Director | No significant outside activities |
| Aileen McLeod | Director | No significant outside activities |
| Stuart Hogarth | Director | No significant outside activities |
| Ian Funnell | Director | No significant outside activities |
There are no potential conflicts of interest between the duties of any of the members of the Board of Directors of SHEPD and his/her private interests and/or other duties.
Scottish Hydro Electric Transmission Limited (''SHETL'') was incorporated with limited liability in Scotland under the Companies Act 1985 with registration number SC213461 on 4 December 2000 for an unlimited term, and is a 100 per cent. indirectly owned subsidiary of SSE. SHETL intends to re-register as a public company in accordance with the provisions of the Companies Act 2006 prior to issuing any Notes under the Programme. On completion of any re-registration as a public company, SHETL's name will change to Scottish Hydro Electric Transmission plc.
SHETL's principal activity is the transmission of electricity in the Scottish Hydro Electric region, owning, maintaining and operating the electricity network of some 4,900 kilometres of overhead lines and underground cables. SHETL serves over 747,000 customers in a region which covers 54,9000 square kilometres and includes northern mainland Scotland including the Highland and Grampian regions, parts of the Tayside, Central and Fife regions and rural parts of Strathclyde, together with all the Scottish islands including the Orkney and Shetland Islands and the Western Isles.
As at the date of this Prospectus, the members of the Board of Directors of SHETL, all of Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ, United Kingdom are as follows:
| Name | Title | Significant Outside Activities | |
|---|---|---|---|
| Gregor Alexander | Director | (See ''— Board of Directors of SSE'' above) | |
| Colin Hood | Director | (See ''— Board of Directors of SSE'' above) | |
| Steven Kennedy | Director | No significant outside activities | |
| Mark Mathieson | Director | No significant outside activities | |
| Aileen McLeod | Director | No significant outside activities | |
| Stuart Hogarth | Director | No significant outside activities | |
| Ian Funnell | Director | No significant outside activities |
There are no potential conflicts of interest between the duties of any of the members of the Board of Directors of SHETL and his/her private interests and/or other duties.
Southern Electric Power Distribution plc (''SEPD'') was incorporated with limited liability in England and Wales under the Companies Act 1985 with registration number 04094290 on 23 October 2000 for an unlimited term and is a 100 per cent. indirectly owned subsidiary of SSE.
The south of England electricity distribution business of SSE was transferred to SEPD on 1 October 2001 through a statutory transfer scheme under the Utilities Act 2000. SEPD's principal activity is the distribution of electricity in the Southern Electric region, owning, maintaining and operating the electricity network of some 77,000 kilometres of overhead lines and underground cables. SEPD serves around 2.9 million customers in a region which covers 16,900 square kilometres and includes the counties of Berkshire, Wiltshire, Dorset, Oxfordshire and Buckinghamshire. The region has a population of approximately 6 million and a diversified customer base including domestic, commercial and industrial sectors.
As at the date of this Prospectus, the members of the Board of Directors of SEPD, all of 55 Vastern Road, Reading RG1 8BU, United Kingdom are as follows:
| Name | Title | Significant Outside Activities |
|---|---|---|
| Gregor Alexander | Director | (See ''— Board of Directors of SSE'' above) |
| Colin Hood | Director | (See ''— Board of Directors of SSE'' above) |
| Steven Kennedy | Director | No significant outside activities |
| Mark Mathieson | Director | No significant outside activities |
| Aileen McLeod | Director | No significant outside activities |
| Stuart Hogarth | Director | No significant outside activities |
| Ian Funnell | Director | No significant outside activities |
There are no potential conflicts of interest between the duties of any of the members of the Board of Directors of SEPD and his/her private interests and/or other duties.
The SSE Group is the UK's broadest based energy company. The SSE Group's principal activities are the generation, transmission, distribution and supply of electricity; energy trading; the storage, distribution and supply of gas; other energy-related services such as mechanical and electrical contracting; and telecoms. Its core purpose is to provide the energy people need in a reliable and sustainable way. Its principles are effective management of core businesses, maintenance of a strong balance sheet, making well-founded investments, taking a selective and disciplined approach to acquisitions and using share buy-backs as the benchmark for investments. It differentiates itself by maintaining a consistent strategy, having a strong track record of delivery and assesses generation, transmission, distribution and supply as a single value chain in a vertically integrated business.
The SSE Group owns approximately 11,300MW of gas and oil fired, coal and biomass-fired, hydro, pumped storage and wind power stations in Scotland, England, Northern Ireland and the Republic of Ireland. Its portfolio of power stations is the second largest and most diverse in the UK and it is also the leading generator of electricity from renewable sources. SSE regards its large and diverse generation portfolio as a hedge against fossil fuel price exposure.
SSE owns three electricity network companies: SHEPD, SEPD and SHETL. The SSE Group supplies electricity and gas to around 9.65 million customers via the Southern Electric, SWALEC, Scottish Hydro Electric, Atlantic Electric and Airtricity brands. These brands offer a range of energy-related products and services. SSE is the only energy company in the UK to be involved in electricity transmission, electricity distribution and gas distribution. Together, these lower risk economically regulated natural monopoly businesses, featuring Retail Prices Index inflation-linked revenue, provide a financial backbone and operational focus for SSE and balance its activities in the competitive generation and supply markets.
The SSE Group distributes electricity to over 5.7 million homes, offices and businesses via approximately 130,000 kilometres of overhead lines and underground cables across one third of the UK's land mass. It is the second largest electricity distributor in the UK, with a regulatory asset value (''RAV'') of £2.7 billion as at 31 March 2011.
The SSE Group's electricity transmission network covers Scotland and central southern England and has a RAV of £0.5 billion as at 31 March 2011. During the period 2010-2020 SSE expects to invest approximately £2.3 billion in its transmission business, with approximately 15 per cent. of investment to occur by 2013. As a result of such investment and capital expenditure, SSE expects transmission RAV to approach £1 billion by 2015 and £2 billion by 2020.
SSE owns 50 per cent. of Scotia Gas Networks Limited (''SGN''), the second largest gas distribution company in the UK, which distributes gas to 3.5 million industrial, commercial and domestic customers in Scotland and the south of England through its subsidiaries Scotland Gas Networks plc and Southern Gas Networks plc (representing a 50 per cent. share of the £4.3 billion RAV as at 31 March 2011). SSE also provides corporate and management services for SGN and its subsidiaries.
SSE Contracting Limited is one of the largest mechanical and electrical contracting businesses in the UK. It operates from regional offices throughout the UK. It is, amongst other things, the UK's largest street lighting contractor, responsible for maintaining around 1.5 million lighting units.
SSE owns the fourth largest telecoms network in the UK with a 11,200 kilometre network comprising of fibre optic cabling, leased lit fibre and microwave radio, providing capacity and bandwidth services for companies, public sector organisations and internet service providers. Additionally, SSE owns and operates 53 out-of-area electricity networks.
In March 2010, SSE completed the in-sourcing of its meter reading and electricity meter operation services throughout the UK. In total SSE owns 3.8 million meters. During the year ended 31 March 2011, the first full year after completion of in-sourcing, SSE completed 8.4 million electricity readings and 5.4 million gas readings. Longer term, SSE's UK wide metering team will be able to support the transition to smart meters which will take place in the coming decade and will help SSE deploy other energy-relation services and products.
SSE also owns and operates the UK's largest onshore gas storage facility at Hornsea in East Yorkshire, in which approximately 325 million cubic metres (''mcm'') of gas can be stored in a total of nine caverns. Hornsea accounts for approximately 7 per cent. of the total gas storage capacity in the UK and 15 per cent. of deliverability. With Statoil (UK) Limited (''Statoil''), SSE is developing another gas storage facility at nearby Aldbrough, where an initial 170mcm of capacity in six caverns is already available for commercial operation. A further 160mcm of capacity is expected to become available by the summer of 2012. SSE's forecast total investment in respect of the Aldbrough development remains around £290 million. When fully commissioned, Aldbrough will have the capacity to inject gas and store up to 330mcm in nine under ground caverns (of which SSE will own two thirds). SSE and Statoil have consent to increase the storage capacity at the Aldbrough site beyond that currently under development but concluded during 2010 that an investment decision on the development should be deferred while the UK government develops its policy on gas security..
For the year ended 31 March 2011, operating profit (before exceptional items and certain remeasurements and adjusted to remove the SSE Group's share of interest, fair value movements on financing derivatives and tax from jointly controlled entities and associates) was split as follows: 53 per cent. generation and supply, 39 per cent. energy networks and 8 per cent. for other businesses.
Listed on the London Stock Exchange, SSE was the UK's 28th largest company by market capitalisation on 31 March 2011. Its strategy is to deliver sustained real growth in the dividend payable to shareholders through the efficient operation of, and investment in, a balanced range of regulated and non-regulated energy-related businesses.
Within this strategic framework, SSE focuses on enhancing and creating value for shareholders from its energy and infrastructure-related activities in the UK and Ireland.
SSE's objective is to maintain a balance between continuity of funding and flexibility, with debt maturities staggered across a broad range of dates. Its average debt maturity as at 31 July 2011 was 11.7 years, compared with 10.6 years at 31 March 2011 and 11.0 years at 31 March 2010.
SSE's debt structure remains strong, with around £4.9 billion of medium-to-long-term borrowings as at 31 July 2011 in the form of issued bonds, European Investment Bank debt and long-term project finance and other loans. £103 million of medium-to-long-term borrowings will mature in the year to 31 March 2012 and £104 million of medium-to-long-term borrowings will mature in the year to 31 March 2013. The balance of SSE's adjusted net debt is financed with short-term commercial paper and bank debt. The facilities, external debt and internal loan stocks for the SSE Group as at 31 July 2011 are as follows:
SSE Renewables Holdings Limited
On 20 September 2010 SSE issued A500 million and £750 million bonds (hybrid capital). They have no fixed redemption date but SSE may, at its sole discretion, redeem all (but not part) of these bonds at their principal amount on 1 October 2015 or 1 October 2020 or any subsequent coupon payment date after this. SSE has the option to defer coupon payments on the bonds on any relevant payment date subject to the compliance of certain conditions including, no dividend having been declared on the Ordinary Shares. The hybrid capital for the SSE Group as at 31 July 2011 are as follows:
SSE's investment priorities are to deliver additional assets in renewable energy, electricity networks and gas storage which contribute to secure and lower-carbon supplies of energy, to meet other key milestones in its investment programme in generation, electricity networks and gas storage and to pursue the additional options that it has identified for investment.
In November 2010, SSE announced that it expects that its investment and capital expenditure will be in the range of £1.5 billion to £1.7 billion in each of the five years to March 2015. Capital and investment expenditure is expected to be around £1.7 billion during the year to March 2012.
There are four main categories in SSE's investment and capital expenditure plans to March 2015:
Around one third of the potential total investment and capital expenditure over the four years to 2015 is uncommitted expenditure and, if incurred, will be incurred towards the end of the period. The uncommitted expenditure will only be incurred if it is consistent with SSE's financial principles.
The principles, format and scale of SSE's investment and capital expenditure programme, has been designed to allow SSE to maintain the development of a balanced and diverse range of assets to support sustained, above inflation dividend growth while remaining consistent with the criteria for a 'single A' credit rating without the need for SSE to issue new shares.
As at the date of this Prospectus, the composition of SSE's generation capacity is split as follows: 4,470MW gas/oil, 4,370MW coal/biomass and 2,450MW renewables.
To avoid over-dependence on a single fuel, SSE operates a diverse generation portfolio and is actively developing a diverse range of options to add to it. At the same time, Combined Cycle Gas Turbine (''CCGT'') technology continues to be the benchmark technology in generation, making a growing contribution to meeting the UK's electricity requirements, because of its relatively low costs, short construction time and high thermal efficiency. With a carbon intensity around half that of coal-fired power stations, investment in CCGT assists in the transition to lower-carbon electricity generation.
The 840MW CCGT plant in Southampton developed by Marchwood Power Limited, a 50:50 joint venture between SSE and ESB International, completed its first full year of commercial operation in the year to March 2011 and achieved 93 per cent. of its maximum availability to operate during the year. Marchwood has a thermal efficiency of 58 per cent. All of the station's output is contracted to SSE.
In February 2011, SSE secured consent under section 36 of the Electricity Act 1989 (as amended by the Utilities Act 2000 and the Energy Acts 2004, 2008 and 2010, the ''Electricity Act''), for the construction and operation of a two-unit CCGT power station of up to 870MW at the Abernedd brown field site in South Wales. Subsequently, SSE released Transmission Entry Capacity (''TEC'') rights to reduce generation capacity to 450MW. SSE now intends to pursue the development of a single CCGT unit only; this is the most economic option due to the development requirements for a two-unit site and of the medium-term outlook for gas-fired generation.
An investment decision on the scaled-back Abernedd project will not be taken until 2012 at the earliest and will depend, amongst other things, on the emerging shape of the electricity market following the UK government's consultation. This means that the power station at Abernedd, if built, will not be operational until late 2015.
For the financial year ended 31 March 2011, SSE generated 13.6 terawatt hours (''TWh'') of electricity at its coal-fired power stations at Fiddler's Ferry, Ferrybridge and Uskmouth, compared with 11.5TWh in the previous year. The stations achieved 84 per cent. of their maximum availability to generate electricity, excluding planned outages, compared with 92 per cent. in the previous year.
Future operations at SSE's coal-fired power stations, and the associated investment decisions, will be determined by three main factors: the need to maintain and improve the day-to-day performance of the stations while they are operational, the prospects for the development of alternative sources of energy and the continuing UK government commitment to the development of Carbon Capture and Storage (''CCS'') technology.
Against this background, SSE's investment strategy for Fiddler's Ferry, Ferrybridge and Uskmouth is to invest £69.9 million in the operation and maintenance of the three stations in the current financial year. In addition SSE is seeking planning consent so it has the option to develop a multi-fuel facility at Ferrybridge, using predominantly refuse-derived fuels from which to generate around 65MW of electricity and is developing a project at Uskmouth to repower a coal-fired generating unit into a 100MW biomass unit.
Longer term, the use of coal to generate electricity will depend on the extent to which CCS technology can be applied to abate carbon dioxide emissions. .SSE is building Europe's largest post-combustion carbon dioxide capture trial at Ferrybridge, in collaboration with Doosan Babcock and Vattenfall. Construction work is well under way in advance of the trial beginning later this year.
When SSE entered the agreement to acquire Airtricity Holdings Limited in January 2008, the combined business had just over 870MW of onshore wind farm capacity in operation, in construction or with consent for development in the UK and Ireland. This capacity now totals 1,900MW, comprising: 910MW in operation; 710MW in construction or pre-construction; and 300MW with consent for development. SSE's principal onshore wind farm projects are Clyde (350MW) in South Lanarkshire, Griffin (156MW) in Perthshire and Gordonbush (70MW) in Sutherland. In June 2011 the first turbines were energised at Clyde and Griffin wind farms and electricity is now being exported to the national grid. The first of the three sections (South 130MW) at Clyde should be completed by November 2011 and the Clyde development as a whole by 2012. Clyde's estimated final output is expected to be 1,000 gigawatt hours (''GWh'') and its construction cost is expected to be over £500 million. Griffin wind farm remains on course to be completed in the spring of 2012, its final output is expected to be between 350GWh and 400GWh and its construction cost is expected to be over £200 million. Gordonbush wind farm is due to be commissioned around the end of the current financial year, final output is expected to be around 180GWh and construction cost expected to be just over £100 million..
In addition to its onshore capacity, SSE has offshore wind farm capacity in operation or under construction totalling almost 350MW, comprising: a 50 per cent. equity interest in the 10MW Beatrice offshore wind farm in the Moray Firth; a 25.1 per cent. share of the 367MW Walney offshore wind farm now under construction in the Irish Sea (comprised of the Walney Offshore Windfarm 1 and the Walney Offshore Windfarm 2); and a 50 per cent. share of the 500MW Greater Gabbard Offshore Windfarm (''GGOW'') under construction in the outer Thames Estuary.
All 51 turbines in Walney Offshore Windfarm 1 are now exporting electricity to the national grid and construction of the Walney Offshore Windfarm 2 is underway with completion and commercial operation on schedule for 2012. SSE's share of the construction cost is expected to be £250 million.
All 140 turbine foundations of the GGOW are in place and 108 turbines have been installed with 42 turbines now energised. GGOW remains in contractual dispute with Fluor Limited, the principal contractor for the wind farm, relating to the need for assurance of the quality of up to 52 of the turbine foundations used in the early stages of development. Despite these issues, the wind farm remains scheduled to be completed as planned in 2012. SSE's share of the construction cost is expected to be around £650 million and GGOW is estimated to produce 1900GWh of electricity in a typical year, of which SSE will take 50 per cent.
SSE intends to maintain an orderly phased and continuing programme of wind farm development, with the capacity of the next two offshore wind farm projects to be developed totalling 1,000MW, comprising a 50 per cent. share of the 500MW Galloper wind farm close to GGOW and a 75 per cent. share of the 1,000MW Beatrice wind farm in the Moray Firth. Planning applications in respect of these developments are expected to be submitted in the course of 2011 and 2012. Beyond this, SSE has secured, from the Crown Estate, rights for the possible development of additional offshore wind farm assets later in the decade with the total potential capacity of up to 4.8 gigawatts (''GW'') (net).
SSE believes that some participation in new nuclear power stations may make sense in view of its commitment to a diverse generation portfolio and complements its core investment in renewable sources of energy. During 2009, a consortium of GDF Suez SA, Iberdrola SA and SSE, in which SSE has a 25 per cent. equity interest, secured an option to purchase from the Nuclear Decommissioning Authority land for the development of new nuclear power generating plant adjacent to Sellafield in Cumbria, for a total cash consideration that could reach £70 million. The consortium now intends to prepare detailed plans for developing new nuclear power plant at the site with a total capacity of up to 3.6GW. These plans will be prepared in consultation with the safety authorities and local stakeholders and should be submitted for consideration by the relevant planning authorities, with the aim of a final investment decision being taken in the middle of the decade. On this basis, any new power station would not be commissioned until 2023 at the earliest.
As part of the most recent Price Control Review undertaken by The Office of Gas and Electricity Markets (''OFGEM'') in December 2009, OFGEM published analysis which showed that SSE continues to be at the forefront of efficiency for overall operating costs in the electricity distribution market.
SSE has achieved an increase in the number of electricity and gas customers from 4.5 million in December 2001 to 9.65 million in March 2011. SSE is a market leader in customer service as confirmed by Consumerfocus data on the level of domestic electricity cases reported to Energywatch and several consumer surveys, including uSwitch.com customer satisfaction ratings and the UK Consumer Satisfaction Index.
The electricity industry in the UK is regulated by the Gas and Electricity Markets Authority (the ''Authority''). The principal objective of the Authority, as set out under the Electricity Act, is to protect the interests of existing and future consumers in relation to electricity conveyed by distribution or transmission systems; wherever appropriate by promoting effective competition. OFGEM provides the staff who support the role of the Authority and carry out the day to day activities of the statutory body. The Authority's duties include ensuring that licence holders are able to finance their statutory and licence obligations, and that they operate their business with regard to the effect on the environment.
SSE's generation businesses generate electricity under licences issued under the Electricity Act. The electricity generation licences oblige parties to accede to and/or comply with the sets of rules or ''codes'' (''Codes'') that govern the operation of the electricity generation market. The main Codes are the Balancing and Settlement Code, the Connection and Use of System Code, the Distribution Connection and Use of System Agreement, the Grid Code and the Distribution Code. The current structure of the competitive UK market was put in place in 2005 when the England and Wales market rules were applied to Scotland, thereby creating the British Electricity Trading and Transmission Arrangements (''BETTA''). Significant modifications to the BETTA market operating rules require approval by the Authority.
While SSE's generation businesses operate under such licences, electricity generation in the UK is a competitive activity and is not subject to price controls.
In July 2011, the UK government issued its Energy White Paper ''Planning our Electric Future''. This sets out a number of reforms to the UK electricity market including the inclusion of a carbon price floor, the introduction of new long term contracts and a possible new contracting framework for capacity to ensure resource adequacy, known as a ''Capacity Mechanism''. The Government has announced it intends to implement the reforms through legislation starting in May 2012 through to spring 2013.
The environmental impact of the operation of large generating stations in the UK is regulated by the Environment Agency in England and Wales (''EA'') and the Scottish Environmental Protection Agency in Scotland (''SEPA''). EA and SEPA were both established under the Environment Act 1995. The operation of SSE's generating plant in England and Wales and Scotland is carried out under permits issued by EA and SEPA. These permits impose limits on all activities that could impact the environment, including emissions to air and water and the production and disposal of wastes. Formal statutory notices may be issued by EA and SEPA in relation to any environmental incidents. The EA also issues permits under the EU emissions trading scheme for carbon dioxide emissions and ensures industry compliance with such scheme. SSE's carbon emissions data is externally verified by a UK accreditation service (UKAS).
SSE's electricity and gas supply businesses operate under licences issued under the Electricity Act. The provisions of such licences are regulated by the Authority. The principle objective and duties of the Authority are described above (see ''— Regulatory Environment – Electricity Generation''). While SSE's supply businesses operate under licence, the supply of electricity and gas in the UK is a competitive activity and is not subject to price controls.
In March 2011, OFGEM published its initial proposals from its 'Retail Market Review' of the supply of electricity and gas to households and small businesses. Further proposals are expected in autumn 2011. OFGEM has also been investigating four energy suppliers, including SSE, to establish whether such suppliers are complying with their obligations to prevent mis-selling of energy contracts. As at the date of this prospectus, SSE expects that such investigation will not have a material adverse effect on the operations and/or financial position of the SSE Group.
In the north of Scotland, the licensed transmission network owner is SHETL. SHETL is a 100 per cent. indirectly owned principal subsidiary of SSE and holds a licence for the transmission of electricity.
SHETL has a duty under the Electricity Act to develop and maintain an efficient, co-ordinated and economical system of electricity transmission that facilitates competition in the supply and generation of electricity. SHETL is regulated by the Authority. Under the licence, where it is reasonable to do so, SHETL is under a statutory duty to offer terms to connect any customer that requests a connection within its area and to maintain that connection. SHETL's licence may be terminated on 25 years' notice given by the Secretary of State for Trade and Industry (or any successor) (the ''Secretary of State'') and may be revoked immediately in certain circumstances including insolvency or failure to comply with an enforcement order made by OFGEM.
SHETL is subject to a control on the prices it can charge and the quality of supply it must provide. Its activities are regulated under the transmission licence pursuant to which income generated is subject to a price cap regulatory framework that provides economic incentives to minimise operating, capital and financing costs. The current electricity transmission price control commenced on 1 April 2007. This covers the five year period until 31 March 2012. To allow the next full price control settlement to reflect the conclusions of its detailed review of the future regulatory framework for energy networks, in December 2009 OFGEM announced that it will delay the implementation of the next transmission price control from 1 April 2012 until 1 April 2013 and apply a one-year ''adapted rollover'' of the current control from 1 April 2012 to 31 March 2013. OFGEM published its initial proposals on the price control for the adapted rollover on 2 August 2011; final proposals are scheduled to be published in November 2011.
The price control that will run from 1 April 2013 to 31 March 2021 is called 'RIIO-T1'. In March 2011, OFGEM published its strategy for RIIO-T1. OFGEM's strategy includes changes to the package of financial measures with new assets to be depreciated over 45 years and existing assets over 20 years, changes to the calculation of the assumed cost of debt and the assumed cost of equity for setting the allowed return, the cost of equity will have an indicative range of 6.0 to 7.2 per cent. and an index will be used for determining companies' debt costs. OFGEM also confirmed that transmission companies should use market and stakeholder evidence to support their business plans (which, where justified, might be outwith OFGEM's strategy). In February and June 2011 SHETL issued public consultations through which it sought the views of customers and other stakeholders on the key activities and investments that should be included in its RIIO-T1 business plan. The outcome of these consultations formed the basis for SHETL's business plan which was published on 29 July 2011. OFGEM is expected to publish its initial views on the RIIO-T1 business plans in October 2011.
SHEPD and SEPD hold licences to distribute electricity.
The electricity industry is subject to extensive legal and regulatory obligations and controls with which both SHEPD and SEPD must comply. SHEPD and SEPD are regulated by the Authority. The principal objective and duties of the Authority are described above. The general duties of an electricity distribution licence holder under the Electricity Act are to develop and maintain an efficient, co-ordinated and economical system of electricity distribution, and to facilitate competition in the supply and generation of electricity. Under the licence, where it is reasonable to do so, each of SHEPD and SEPD is under a statutory duty to connect any customer requiring electricity within its area and to maintain that connection. In each case, its licence may be terminated on 25 years' notice given by the Secretary of State and may be revoked immediately in certain circumstances including insolvency or failure to comply with an enforcement order made by OFGEM.
Each of SHEPD and SEPD is subject to control on the prices it can charge and the quality of supply it must provide. Their operations are regulated under their distribution licences pursuant to which income generated is subject to a price cap regulatory framework that provides economic incentives to minimise operating, capital and financing costs. The current electricity distribution price control was agreed with OFGEM in November 2009 and commenced on 1 April 2010. This covers the five year period until 31 March 2015.
Scotland Gas Networks plc and Southern Gas Networks plc (each a ''network'', together the ''networks'') are regulated by the Authority. The principal objective of the Authority, as set out under the Gas Act 1989, as amended by the Utilities Act 2000 and the Energy Acts 2004, 2008 and 2010 (the ''Gas Act''), is to protect the interests of existing and future consumers in relation to gas conveyed through pipes; wherever appropriate by promoting effective competition. OFGEM provides the staff who support the role of the Authority and carry out the day to day activities of the statutory body. The duties of the Authority are described above.
The general duties of a gas transportation licence holder under the Gas Act are to develop and maintain an efficient and economical pipeline system for the conveyance of gas; so far as it is economical to do so, comply with any reasonable request for a connection to the system; facilitate competition in the supply of gas; and avoid any undue preference or undue discrimination in the provision of connections and in the conveyance of gas. The licence of each network may be terminated on 10 years' notice given by the Secretary of State and may be revoked immediately in certain circumstances including insolvency or failure to comply with an enforcement order made by OFGEM.
Each network is subject to control on the prices it can charge and the quality of service it must provide. The operations of each network are regulated under its gas transportation licences pursuant to which income generated is subject to a price cap regulatory framework that provides economic incentives to minimise operating, capital and financing costs. The current gas distribution price control commenced on 1 April 2008. This covers the five year period until 31 March 2013. The next full distribution price control (RIIO-GD1) will take effect from 1 April 2013 and cover the period until 31 March 2021. In March 2011, OFGEM published its strategy for the RIIO-GD1. In addition to the allowed cost of equity and allowed cost of debt, the package of financial measures included proposals to refine the depreciation profile, so that it is entirely front-end loaded, and to capitalise all replacement expenditure (only 50 per cent. is capitalised at present). The networks have undertaken extensive consultations with stakeholders to help
determine what should be included in the RIIO-GD1 business plan that is required to be published by 30 November 2011.
The comments below, which apply only to persons who are beneficial owners of the Notes, concern only certain withholding obligations and reporting requirements with respect to the Notes and are of a general nature based on current United Kingdom law and HM Revenue & Customs practice and are not intended to be exhaustive. The comments below do not deal with any other United Kingdom transaction implications of acquiring, holding or disposing of the Notes. Any Noteholders or Couponholders who are in doubt as to their own tax position should consult their professional advisers.
The Notes issued will constitute ''quoted Eurobonds'' within the meaning of section 987 of the Income Tax Act 2007 provided they are and continue to be listed on a recognised stock exchange, within the meaning of section 1005 Income Tax Act 2007. The London Stock Exchange is a recognised stock exchange for these purposes. Notes will be treated as listed on the London Stock Exchange if they are included in the Official List by the United Kingdom Listing Authority and are admitted to trading on the London Stock Exchange.
Whilst the Notes are and continue to be quoted Eurobonds, payments of interest by the relevant Issuer on the Notes may be made without withholding or deduction for or on account of United Kingdom income tax.
In all other cases, interest will generally be paid by the relevant Issuer under deduction of United Kingdom income tax at the basic rate, subject to the availability of other reliefs or exceptions or to any direction to the contrary from HM Revenue & Customs in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty. However, there should be no withholding or deduction for or on account of United Kingdom income tax if the relevant interest is paid on Notes with a maturity date of less than one year from the date of issue and which are not issued under arrangements the effect of which is to render such Notes part of a borrowing with a total term of a year or more. If any amount must be withheld by the relevant Issuer on account of United Kingdom tax from payments of interest on the Notes then such Issuer will, subject to the provisions of Condition 9 of the Terms and Conditions of the Notes, pay such additional amounts as will result in the Noteholders or Couponholders receiving an amount equal to that which they would have received had no such withholding been required.
Interest on the Notes constitutes UK source income for tax purposes and, as such, may be subject to income tax by direct assessment even where paid without withholding. However, interest with a UK source received without deduction or withholding on account of UK tax will not be chargeable to UK tax in the hands of a Noteholder who is not resident for tax purposes in the UK unless that Noteholder carries on a trade, profession or vocation in the UK through a UK branch or agency or for holders who are companies through a UK permanent establishment, in connection with which the interest is received or to which the Notes are attributable, in which case tax may be levied on the UK branch or agency, or permanent establishment; there are exemptions for interest received by certain categories of agent (such as some brokers and investment managers).
The provisions relating to additional payments referred to in Condition 9 of the Terms and Conditions of the Notes would not apply if HM Revenue and Customs sought to assess the person entitled to the relevant interest or (where applicable) profit on any Note directly to UK income tax. However, exemption from or reduction of such UK tax liability might be available under an applicable double taxation treaty.
Persons in the United Kingdom (i) by or through whom interest is paid to, or by whom interest is received on behalf of, another person who is an individual (whether resident in the United Kingdom or elsewhere), or (ii) by or through whom amounts due on redemption of any Notes which constitute deeply discounted securities as defined in Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act 2005 are paid to, or by whom such amounts are received on behalf of, another person who is an individual (whether resident in the United Kingdom or elsewhere), may be required to provide certain information to HM Revenue & Customs regarding payment and the identity of the payee or person entitled to the interest and, in certain circumstances, such information may be exchanged with tax authorities in other countries. However, in relation to amounts payable on the redemption of such Notes, HM Revenue & Customs published practice indicates that HM Revenue & Customs will not exercise its power to obtain information where such amounts are paid or received on or before 5 April 2012. Note, however, that if the reporting obligations in the EU Directive on the Taxation of Savings Income apply to a payment then
information on the amounts payable on redemption of such Notes will have to be provided to HM Revenue & Customs.
The EU has adopted a Directive regarding the taxation of savings income. The Directive requires Member States to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person within its jurisdiction to or for an individual resident or certain limited types of entities established in that other Member State. However, for a transitional period Austria and Luxembourg are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries).
A number of non-EU countries and territories (including Switzerland) have adopted similar measures (a withholding system in the case of Switzerland) with effect from the same date.
The European Commission has proposed certain amendments to the Directive, which may, if implemented, amend or broaden the scope of the requirements described above.
The attention of Noteholders is drawn to Condition 9 of the Terms and Conditions of the Notes.
Notes may be issued at an issue price of less than 100 per cent. of their principal amount. Any discount element on any such Notes will not generally be subject to any withholding or deduction for or on account of United Kingdom income tax pursuant to the provisions mentioned above, but may be subject to the reporting requirements outlined above.
Where Notes are to be, or may fall to be, redeemed at a premium, as opposed to being issued at a discount, then any such element of premium may constitute a payment of interest. Payments of interest are subject to withholding or deduction for or on account of United Kingdom income tax and reporting requirements as outlined above.
Subject to the terms and on the conditions contained in an Amended and Restated Dealer Agreement dated 16 September 2011 (as amended or supplemented as at the Issue Date in respect of the relevant Notes, the ''Dealer Agreement'') between the Issuers, the Permanent Dealers and the Arranger, the Notes will be offered on a continuous basis by the Issuers to the Permanent Dealers. However, each Issuer has reserved the right to sell Notes directly on its own behalf to Dealers that are not Permanent Dealers. The Notes may also be sold by the relevant Issuer through the Dealers, acting as agents of such Issuer. The Dealer Agreement also provides for Notes to be issued in syndicated Tranches that are jointly and severally underwritten by two or more Dealers.
Each Issuer will pay each relevant Dealer a commission as agreed between them in respect of Notes subscribed by it. The Issuers have agreed to reimburse the Arranger for certain of its expenses incurred in connection with the establishment of the Programme and the Dealers for certain of their activities in connection with the Programme.
Each Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe Notes in certain circumstances prior to payment for such Notes being made to the relevant Issuer.
The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
Bearer Notes having a maturity of more than one year are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that except as permitted by the Dealer Agreement, it has not offered, sold or delivered and will not offer, sell or deliver the Notes of any identifiable Tranche (i) as part of their distribution at any time or (ii) otherwise until 40 days after completion of the distribution of such Tranche as determined, and certified to the relevant Issuer, by the Issuing and Paying Agent, or in the case of Notes issued on a syndicated basis, the Lead Manager, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons.
In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ''Relevant Member State''), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ''Relevant Implementation Date'') it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Prospectus as completed by the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State:
(i) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
provided that no such offer of Notes referred to in (i) to (iii) above shall require the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an ''offer of Notes to the public'' in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression ''Prospectus Directive'' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression ''2010 PD Amending Directive'' means Directive 2010/73/EU.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the ''Financial Instruments and Exchange Act''). Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan.
These selling restrictions may be modified by the agreement of the relevant Issuer (or, if applicable, all the Issuers) and the Dealers following a change in a relevant law, regulation or directive. Any such modification will be set out in the Final Terms issued in respect of the issue of Notes to which it relates or in a supplement to this Prospectus.
No representation is made that any action has been taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of this Prospectus or any other offering material or any Final Terms, in any country or jurisdiction where action for that purpose is required.
Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that it will, to the best of its knowledge, comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes this Prospectus, any other offering material or any Final Terms, in all cases at its own expense, and neither the relevant Issuer nor any other Dealer shall have responsibility therefor.
The form of Final Terms that will be issued in respect of each Tranche, subject only to the deletion of non-applicable provisions, is set out below:
[Scottish and Southern Energy plc]/ [Scottish Hydro Electric Power Distribution plc]/ [Scottish Hydro Electric Transmission Limited]/ [Southern Electric Power Distribution plc] Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the C5,000,000,000 Euro Medium Term Note Programme
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 16 September 2011 [and the supplemental Prospectus dated [l]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ''Prospectus Directive''). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus [as so supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. The Prospectus [and the supplemental Prospectus] [is] [are] available for viewing [at [website]] [and] during normal business hours at [address] [and copies may be obtained from [address]].
The following alternative language applies if the first tranche of an issue which is being increased was issued under a Prospectus with an earlier date.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ''Conditions'') set forth in the Prospectus dated [original date] [and the supplemental Prospectus dated [l]] and incorporated by reference into the Prospectus dated 16 September 2011. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ''Prospectus Directive'') and must be read in conjunction with the Prospectus dated 16 September 2011 [and the supplemental Prospectus dated [l]], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive. The Prospectuses [and the supplemental Prospectuses] are available for viewing [at [website] [and] during normal business hours at [address] [and copies may be obtained from [address]].
[Include whichever of the following apply or specify as ''Not Applicable'' (N/A). Note that the numbering should remain as set out below, even if ''Not Applicable'' is indicated for individual paragraphs or subparagraphs. Italics denote guidance for completing the Final Terms.]
[When completing final terms or adding any other final terms or information consideration should be given as to whether such terms or information constitute ''significant new factors'' and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.]
| 1 | Issuer: | [Scottish and Southern Energy plc]/ | ||
|---|---|---|---|---|
| [Scottish Hydro Electric Power Distribution plc]/ | ||||
| [Scottish Hydro Electric Transmission Limited]/ | ||||
| [Southern Electric Power Distribution plc] | ||||
| 2 | (i) | [Series Number:] | [l] | |
| (ii) | [Tranche Number:] | [l] | ||
| (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible).] |
||||
3 Specified Currency or Currencies: [l]
| 4 | Aggregate Nominal Amount of Notes: | [l] |
|---|---|---|
(i) [Series:] [l]
(ii) [Tranche: [l]]
7 (i) Issue Date: [l]
(ii) Interest Commencement Date: [Specify/Issue Date/Not Applicable]
10 Redemption/Payment Basis: [Redemption at par]
5 Issue Price: [l] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]
6 (i) Specified Denominations: [l] [Note — where multiple denominations above A100,000 (or equivalent) are being used, the following sample wording should be used:
''A100,000 and integral multiples of [A1,000] in excess thereof up to and including [A199,000]. No notes in definitive form will be issued with a denomination above [A199,000].'']
(ii) Calculation Amount: [If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor.] [Note: there must be a common factor in the case of two or more Specified Denominations.]
8 Maturity Date: [Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]
9 Interest Basis: [[l] per cent. Fixed Rate] [[specify reference rate] +/- [l] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Other (specify)] (further particulars specified below)
[Index Linked Redemption] [Dual Currency] [Partly Paid] [Instalment] [Other (specify)]
[Specify details of any provision for convertibility of Notes into another interest or redemption/ payment basis]
[Restructuring Event Put] [Change of Control Put] [SSE Restructuring Event Put] [Issuer Call] [(further particulars specified below)]
[l] [and [l], respectively]]
(N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes)]
14 Method of distribution: [Syndicated/Non-syndicated]
| 15 | Fixed Rate Note Provisions: | [Applicable/Not Applicable] | |
|---|---|---|---|
| (If not applicable, delete the remaining sub paragraphs of this paragraph) |
|||
| (i) | Rate[(s)] of Interest: | [l] per cent. per annum [payable [annually/semi annually/quarterly/monthly/other (specify)] in arrear] |
|
| (ii) | Interest Payment Date(s): | [l] in each year [adjusted in accordance with [specify Business Day Convention and any applicable Business Centre(s) for the definition of ''Business Day'']/not adjusted] |
|
| (iii) | Fixed Coupon Amount[(s)]: | [l] per Calculation Amount |
|
| (iv) | Broken Amount(s): | [l] per Calculation Amount payable on the Interest Payment Date falling [in/on] [l] |
|
| (v) | Day Count Fraction: | [30/360 / Actual/Actual (ICMA/ISDA) / other] | |
| (vi) | [Determination Dates: | [l] in each year (insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. N.B. only relevant where Day Count Fraction is Actual/ Actual(ICMA))] |
|
| (vii) | Other terms relating to the method of calculating interest for Fixed Rate Notes: |
[Not Applicable/give details] | |
| 16 | Floating Rate Note Provisions: | [Applicable/Not Applicable] | |
| (If not applicable, delete the remaining sub paragraphs of this paragraph) |
|||
| (i) | Interest Period(s): | [l] | |
| (ii) | Specified Interest Payment Dates: | [l] | |
| (iii) | First Interest Payment Date: | [l] | |
| (iv) | Interest Period Date: | [l] | |
| (Not applicable unless different from Interest Payment Date) |
|||
| (v) | Business Day Convention: | [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/other (give details)] |
|
| (vi) | Business Centre(s): | [l] | |
| (vii) | Manner in which the Rate(s) of Interest is/are to be determined: |
[Screen Rate Determination/ISDA Determination/other (give details)] |
|
| (viii) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the [Agent]): |
[l] | ||
| (ix) | Screen Rate Determination: | ||
| – Reference Rate: |
[l] | ||
| – Interest Determination Date(s): |
[l] | ||
| – Relevant Screen Page: |
[l] |
18 Index-Linked Interest Note/other variablelinked interest Note Provisions:
(ii) Rate of Interest: [l]/[Not Applicable]
(xi) Specified Interest Payment Dates: [l]
(xi) Margin(s): [+/-][l] per cent. per annum
[l]
(If not applicable, delete the remaining subparagraphs of this paragraph)
[Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(i) Indexation: [Applicable/Not Applicable]
[l]
[l]
[l]
(xii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/other (give details)]
(If not applicable, delete the remaining subparagraphs of this paragraph)
[give details]
| [l] | |
|---|---|
[l]
[l]
20 Call Option: [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
21 General Put Option: [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
[l] per Calculation Amount
(If not applicable, delete the remaining subparagraphs of this paragraph)
81
In cases where the Final Redemption Amount is Index-Linked or other variable-linked:
Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):
[l]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(If not applicable, delete the remaining subparagraphs of this paragraph)
| [l] |
|---|
| ----- |
[l]
[l]
27 Indexation: [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
GENERAL PROVISIONS APPLICABLE TO THE NOTES 28 Form of Notes: Bearer Notes
[Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note]
[Temporary Global Note exchangeable for Definitive Notes on [l] days' notice]*
[Permanent Global Note exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note]
[Registered Note]
[Not Applicable/give details. Note that this paragraph relates to the date and place of payment, and not interest period end dates, to which sub-paragraphs 15(ii), 16(v) and 18(ix) relate]
[Yes/No. If yes, give details]
[Not Applicable/give details]
[Not Applicable/give details]
Not Applicable
36 Other final terms: [Not Applicable/give details]
(When adding any other final terms consideration should be given as to whether such terms constitute a ''significant new factor'' and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)
29 New Global Note: [Yes] [No]
32 Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
* In relation to any issue of Notes which are expressed to be a Temporary Global Note exchangeable for Definitive Notes in accordance with this option, such Notes may only be issued in Specified Denominations equal to, or greater than EUR 100,000 (or equivalent) and integral multiples thereof.
| 37 | (i) | If syndicated, names of Managers: | [Not Applicable/give names] |
|---|---|---|---|
| (ii) | Stabilising Manager(s) (if any): | [Not Applicable/give name] | |
| 38 | If non-syndicated, name of Dealer: | [Not Applicable/give name] | |
| 39 | U.S. Selling Restrictions: | [Reg. S Compliance Category 2; TEFRA C/ TEFRA D/ TEFRA not applicable] |
|
| 40 | Additional selling restrictions: | [Not Applicable/give details] |
These Final Terms comprise the final terms required for issue and admission to trading on the [specify relevant regulated market] of the Notes described herein pursuant to the A5,000,000,000 Euro Medium Term Note Programme of the Issuer.
The Issuer accepts responsibility for the information contained in these Final Terms. [(Relevant third party information) has been extracted from (specify source). The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by (specify source), no facts have been omitted which would render the reproduced information inaccurate or misleading.]
Signed on behalf of the Issuer:
By: ....................................................................................................
Duly authorised
(i) Admission to trading: [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [specify relevant regulated market] with effect from [l].] [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [specify relevant regulated market] with effect from [l].] [Not Applicable.]
(Where documenting a fungible issue need to indicate that original Notes are already admitted to trading.)
(ii) Estimate of total expenses related to admission to trading:
[l]
Ratings: The Notes to be issued have been rated: [[Standard & Poor's Credit Market Services Europe Limited: [l]] [Moody's Investors Service, Inc.: [l]] [[Other]: [l]]]1
EITHER [[Insert credit rating agency] is established in the European Union and has applied for registration under Regulation (EC) No. 1060/2009, although notification of the corresponding registration decision has not yet been provided by the relevant competent authority.]
OR [[Insert credit rating agency] is established in the European Union and is registered under Regulation (EC) No. 1060/2009.]
OR [[Insert credit rating agency] is not established in the European Union and is not registered in accordance with Regulation (EC) No. 1060/2009.]
OR [[Insert credit rating agency] is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/ 2009, but it is certified in accordance with such Regulation.]
OR [[Insert credit rating agency] is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/ 2009 of [insert the name of the relevant EU credit rating agency affiliate that applied for registration], which is established in the European Union, disclosed the intention to endorse credit ratings of [insert credit rating agency].]
OR [[Insert credit rating agency] is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/ 2009. The rating[s] issued by [insert credit rating agency] in relation to [name of the relevant transaction party] [have/has] been endorsed by [insert the name of the relevant EU-registered
1 To track exact name of rating agency entity giving the rating.
credit rating agency] in accordance with Regulation (EC) No. 1060/2009. [Insert the name of the relevant EU-registered credit rating agency] is established in the European Union and registered under Regulation (EC) No. 1060/2009.]
(The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)
Need to include a description of any interest, including conflicting ones, that is material to the issue/ offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement:
''Save as discussed in [''Subscription and Sale''], so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.'']
[(When adding any other description, consideration should be given as to whether such matters described constitute ''significant new factors'' and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)]
| (i) | [Reasons for the offer | [l] (See [''Use of Proceeds''] wording in Prospectus — if reasons for offer different from making profit and/or hedging certain risks will need to include those reasons here.)] |
|
|---|---|---|---|
| (ii) | [Estimated net proceeds:] | [l] | |
| (If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insufficient to fund all proposed uses state amount and sources of other funding.) |
|||
| (iii) | [Estimated total expenses: | [l] | |
| ([If the Notes are derivative securities for which Annex XII of the Prospectus Directive Regulation applies it is] only necessary to include disclosure of net proceeds and total expenses at (ii) and (iii) above where disclosure is included at (i) above.)] |
|||
| 5 | [Fixed Rate Notes only — YIELD | ||
| Indication of yield: | [l] | ||
| The yield is calculated at the Issue Date on the basis of the [Issue Price]. It is not an indication of future yield.] |
|||
Need to include details of where past and future performance and volatility of the index/formula/ other variable can be obtained. Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information. Include other information concerning the underlying required by Paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.]
[(When completing this paragraph, consideration should be given as to whether such matters described constitute ''significant new factors'' and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)]
The Issuer [intends to provide post-issuance information [specify what information will be reported and where it can be obtained]] [does not intend to provide post-issuance information].
Need to include details of where past and future performance and volatility of the relevant rate[s] can be obtained.]
[(When completing this paragraph, consideration should be given as to whether such matters described constitute ''significant new factors'' and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)]
| 8 | OPERATIONAL INFORMATION | |
|---|---|---|
| --- | ------------------------- | -- |
ISIN Code: [l]
Common Code: [l]
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, socie´te´ anonyme and the relevant identification number(s):
Names and addresses of initial Paying Agent(s):
Names and addresses of additional Paying Agent(s) (if any):
Intended to be held in a manner which would allow Eurosystem eligibility:
[Not Applicable/give name(s) and number(s) [and address(es)]]
Delivery: Delivery [against/free of] payment
[l]
[l]
[Yes][No] [Note that the designation ''yes'' simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.][include this text if ''yes'' selected in which case the Notes must be issued in NGN form]
The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy, L-1855 Luxembourg. The address of any alternative clearing system will be specified in the applicable Final Terms.
(v) the published annual report and audited consolidated financial statements of SSE for the financial years ended 31 March 2010 and 31 March 2011, respectively, the audited financial statements of SHETL for the financial years ended 31 March 2010 and 31 March 2011, respectively, and the audited financial statements of each of SHEPD and SEPD for the financial years ended 31 March 2009 and 31 March 2010, respectively;
(vi) each Final Terms (save that Final Terms relating to a Note which is neither admitted to trading on a regulated market within the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the relevant Issuer and the Issuing and Paying Agent as to its holding of Notes and identity);
The Prospectus and the Final Terms for Notes that are listed on the Official List and admitted to trading on the Market will be published on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/en-gb/pricesnews/marketnews.
Financial Statements of SHETL for the years ended 31 March 2010 and 2011, respectively: 2010
| 1 | Independent Auditor's Report |
F-2 |
|---|---|---|
| 2 | Profit and Loss Account |
F-3 |
| 3 | Balance Sheet |
F-4 |
| 4 | Reconciliation of Movement in Shareholder's Funds |
F-5 |
| 5 | Cash Flow Statement |
F-6 |
| 6 | Notes to the Financial Statement |
F-7 |
| 1 | Independent Auditor's Report |
F-19 |
|---|---|---|
| 2 | Profit and Loss Account |
F-20 |
| 3 | Balance Sheet |
F-21 |
| 4 | Reconciliation of Movement in Shareholder's Funds |
F-22 |
| 5 | Cash Flow Statement |
F-23 |
| 6 | Notes to the Financial Statement |
F-24 |
We have audited the financial statements of Scottish Hydro Electric Transmission Limited for the year ended 31 March 2010 which comprise the Profit and Loss Account, the Balance Sheet, the Reconciliation of Movement in Shareholders' Funds and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
As explained more fully in the Directors' Responsibilities Statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
A description of the scope of an audit of financial statements is provided on the APB's web-site at www.frc.org.uk/apb/scope/UKNP.
In our opinion the financial statements:
In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
Jolfn Luke (Senior Statutory Auditor) for and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants Saltire Court 20 Castle Terrace Edinburgh EH12EG
20 July 2010
| 2010 | 2009 | ||
|---|---|---|---|
| Note | £m | £m | |
| Turnover | 63.7 | 61.0 | |
| Cost of sales | (3.7) | (0.1) | |
| Gross profit | 60.0 | 60.9 | |
| Distribution costs Administrative costs |
(20.9) (3.3) |
(16.8) (2.7) |
|
| Operating profit | $\overline{2}$ | 35.8 | 41.4 |
| Net interest payable | 5 | (9.2) | (7.9) |
| Profit on ordinary activities before taxation | 26.6 | 33.5 | |
| Tax on profit on ordinary activities | 6 | (7.4) | (7.4) |
| Profit for the financial year | 4 | 19.2 | 26.1 |
There are no other recognised gains or losses other than the reported profit above.
The above results are derived from continuing activities.
The accompanying notes are an integral part of these Financial statements.
$\ddot{\phantom{a}}$
$\mathbf{r}$
| Note | 2010 £m |
2009 $\mathbf{f}_{\mathbf{m}}$ |
|---|---|---|
| $\overline{7}$ | 348.7 | 302.0 |
| 8 | 15.2 | 66.8 |
| (77.9) | ||
| (29.9) | (11.1) | |
| 318.8 | 290.9 | |
| (162.0) | ||
| (36.0) | ||
| 112.2 | 92.9 | |
| 13 | 4.3 | 4.3 |
| 14 | 107.9 | 88.6 |
| 112.2 | 92.9 | |
| 9 10 12 |
(45.1) (169.0) (37.6) |
These Financial statements were approved by the Directors on 20 July 2010 and signed on their behalf by
مدحد ່າ
Gregor Alexander, Director
$\ddot{\phantom{a}}$
Scottish Hydro Electric Transmission Limited, Registered No. SC213461
| 2010 £m |
2009 £m |
|
|---|---|---|
| Profit for the financial year | 19.2 | 26.1 |
| Credit in respect of employee share awards | 0.1 | 0.1 |
| Net addition to shareholders' funds | 19.3 | 26.2 |
| Opening shareholders' funds | 92.9 | 66.7 |
| Closing shareholders' funds | 112.2 | 92.9 |
| 2010 | 2009 | ||
|---|---|---|---|
| Note | £m | £m | |
| Net cash inflow from operating activities | 18 | 78.3 | 73.9 |
| Interest received | 0.2 | 2.1 | |
| Interest paid | (9.4) | (10.0) | |
| Returns on investments and servicing of finance | (9.2) | (7.9) | |
| Corporation tax paid | (7.5) | (7.2) | |
| Taxation | (7.5) | (7.2) | |
| Purchase of tangible fixed assets | (63.0) | (58.8) | |
| Sale of tangible fixed assets | 1.4 | ||
| Capital expenditure and financial investment | (61.6) | (58.8) | |
| Net cash (outflow)/inflow before management of liquid resources and financing |
|||
| Repayment of borrowings | |||
| New borrowings | |||
| Financing | |||
| Increase/(decrease) in cash in the year |
The Regulatory Financial statements have been prepared under the historical cost convention and in accordance with UK generally accepted accounting standards (UK GAAP) and as required by Standard Condition 44, Regulatory Financial statements, of the Electricity Distribution Licence. The principal accounting policies are summarised in the Notes to the Financial statements and have been applied consistently.
The Company's balance sheet at 31 March 2010 shows a net current liability position of £29.9m (2009 - net current liabilities of £11.1m). The parent company has confirmed that it will continue to provide financial support to the Company and in particular will not seek repayment of the amounts currently made available. On this basis, the directors believe that the Company will be in a position to meet its liabilities as they fall due and that the financial statements are appropriately prepared on a going concern basis.
Under Financial Reporting Standard 1 (FRS 1), the Company is exempt from the requirement to prepare a cash flow statement on the grounds that the ultimate parent undertaking includes the Company in its own published consolidated Financial statements.
As the Company is a wholly owned subsidiary of Scottish and Southern Energy plc (SSE plc), it has taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances with entities which form part of the Scottish and Southern Energy Group (the Group).
It has also taken advantage of the exemption contained in FRS29 and has therefore not prepared the disclosures relating to financial instruments and capital as full disclosure is provided in the Group financial statements.
Turnover comprises the value of electricity transmission services and facilities provided during the year. Turnover includes an estimate of the value of the transmission of electricity on behalf of customers between the date of the last meter reading and the year-end.
The charge for taxation is based on the profit for the year and takes into account deferred taxation.
Current tax, including UK corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted, or substantially enacted, by the balance sheet date.
Deferred taxation arises in respect of items where there are timing differences between their treatment for accounting and taxation purposes. This is recognised where an obligation to pay more tax in the future has originated but not reversed at the balance sheet date. A deferred tax asset is recognised only when it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
(i) Depreciation Heritable and freehold land is not depreciated.
Depreciation is charged to the profit and loss account on tangible fixed assets to write off cost, less residual values, on a straight-line basis over their estimated operational lives. The estimated operational lives are as follows:
| Years | |||
|---|---|---|---|
| Transmission assets | $10 \text{ to } 80$ | ||
| Non-operational assets: | |||
| Buildings | $\overline{\phantom{a}}$ | freehold | Up to $60$ |
| $\bullet$ | leasehold | Lower of lease period and 60 | |
| Fixtures, equipment, plant and machinery, vehicles and mobile plant | 4 to 10 |
Expenditure incurred to replace a component of a tangible fixed asset that is accounted for separately is capitalised. Other subsequent expenditure is capitalised only when it increases the future economic benefits of the tangible fixed asset to which it relates.
Contributions to pension schemes on behalf of the employees of the Company are charged to the profit and loss account in accordance with the contributions incurred in the year.
Scottish and Southern Energy plc, the ultimate parent of the Company, operates a number of All Employee Share Schemes as described in the Remuneration Report of the Group. These schemes enable Group employees to acquire shares of the ultimate parent company. The employees of the Company are entitled, where applicable, to participate in these schemes. The Company has not been charged with the cash cost of acquiring shares on behalf of its employees, this cost is borne by the Ultimate Parent Company. Where the fair value of the options granted has been measured, the Company has recognised the expense as if the share based payments related to the Company's own shares.
Applying the transitional provisions of FRS 20, its requirements have been applied to all grants of equity instruments after 7 November 2002 that had not vested as at 1 January 2005.
The exercise prices of the sharesave scheme are set at a discount to market price at the date of the grant. The fair value of the sharesave scheme option granted is measured at the grant date by use of a Black-Scholes model. The fair value of the options granted is recognised as an expense on a straight-line basis over the period that the scheme vests. Estimates are updated at each balance sheet date with any adjustment in respect of the current and prior years being recognised in the profit and loss accounts.
The costs associated with the other main employee schemes, the share incentive plan and the deferred bonus scheme, are recognised over the period to which they relate.
Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to these financial statements.
Operating profit is arrived at after charging / (crediting):
| £Ш | t.m | |
|---|---|---|
| Depreciation of tangible fixed assets | 11.5 | 9.9 |
| Release of deferred income in relation to customer contributions and capital grants | (0.5) | (0.5) |
| Research and development | 0.5 | 0.4 |
| Net management fee in respect of services provided by parent company | 3.4 | 2.7 |
| The Company incurred an audit fee of £0.01m (2009 - £0.01m) in the year. | ||
| Staff costs and numbers 3. |
2010 | 2009 |
| £m | £m | |
| Staff costs: | ||
| Wages and salaries | 3.5 | 3.3 |
| Social security costs | 0.3 | 0.3 |
| Share-based remuneration | 0.1 | 0.1 |
| Other pension costs (note 15) | 2.8 | 0.8 |
| 6.7 | 4.5 | |
| Less capitalised as tangible fixed assets | (3.2) | (3.0) |
| 3.5 | 1.5 |
i,
2010
2009 $\sim$
Included within the above costs is a charge recognised under FRS 20 of £94,862 (2009 - £58,740).
| Employee numbers | 2010 Number |
2009 Number |
|---|---|---|
| Numbers employed at 31 March | 83 | 82 |
| 2010 Number |
2009 Number |
|
| The monthly average number of people employed by the Company during the year | 83 | 75 |
No Director received remuneration in respect of their service to the Company.
| 2010 £m |
2009 $\mathbf{f}_{\mathbf{m}}$ |
|
|---|---|---|
| Interest receivable: | ||
| Interest receivable from group companies | 0.2 | 2.1 |
| Interest payable and similar charges: | ||
| Bank loans and overdrafts | (1.5) | (1.6) |
| Interest payable to group companies | (7.9) | (8.4) |
| (9.4) | (10.0) | |
| Net interest payable | (9.2) | (7.9) |
| 6. Taxation | ||
| 2010 £m |
2009 £m |
|
| Current tax: | ||
| UK corporation tax on profits for the year | 6.0 | 7.7 |
| Adjustments in respect of previous years | (0.2) | (1.9) |
| 5.8 | 5.8 | |
| Deferred tax: | ||
| Origination and reversal of timing differences | 1.5 | 1.7 |
| Adjustment in respect of prior years | 0.1 | (0.1) |
| Total Deferred Tax | 1.6 | 1.6 |
| Total tax on profit on ordinary activities | 7,4 | 7.4 |
| 2010 £m |
2009 £m |
|
|---|---|---|
| Profit before tax | 26.6 | 33.5 |
| Tax on profit on ordinary activities at standard UK corporation tax rate of 28% (2009 - | ||
| 28%) | 7.4 | 9.4 |
| Effects of: | ||
| Capital allowances less than depreciation | (1.8) | (1.5) |
| Other timing differences | 0.4 | (0.2) |
| Adjustment in respect of prior periods | (0.2) | (1.9) |
| Current tax charge for year | 5.8 | 5.8 |
| Transmission assets £m |
Other land and buildings £m |
venicles and miscellaneous equipment £m |
Total £m |
|
|---|---|---|---|---|
| Cost: | ||||
| At 1 April 2009 | 442.8 | 3.2 | 0.3 | 446.3 |
| Additions | 59.6 | 59.6 | ||
| Disposal | (1.4) | (1.4) | ||
| At 31 March 2010 | 501.0 | 3.2 | 0.3 | 504.5 |
| Depreciation: | ||||
| At 1 April 2009 | 144.0 | 0.3 | 144.3 | |
| Charge for the year | 11.5 | 11.5 | ||
| At 31 March 2010 | 155.5 | $\blacksquare$ | 0.3 | 155.8 |
| Net book value: | ||||
| At 31 March 2010 | 345.5 | 3.2 | 348.7 | |
| At 31 March 2009 | 298.8 | 3.2 | $\overline{\phantom{a}}$ | 302.0 |
| 2010 | 2009 | |||
| £m | £m | |||
| Tangible fixed assets include: | ||||
| Assets in the course of construction | 57.4 | 29.2 | ||
| 8. Debtors |
||||
| 2010 | 2009 | |||
| £m | £m | |||
| Amounts falling due within one year: | ||||
| Trade debtors | 1.1 | |||
| Amounts owed by group undertakings | 15.2 | 65.7 | ||
| 15.2 | 66.8 |
. $\epsilon$
$\mathcal{L}$
$\ddot{\phantom{0}}$
| $\lambda$ . Creamore announcement and manniversity | 2010 £m |
2009 £m |
|---|---|---|
| Trade creditors | 1.3 | 2.1 |
| Amounts owed to group undertakings | 23.2 | 51.2 |
| Corporation tax | 3.0 | 4.8 |
| Accruals and other deferred income | 16.6 | 19.0 |
| Other creditors | 1.0 | 0.8 |
| 45.1 | 77.9 | |
| 10. Creditors: amounts falling due after more than one year | ||
| 2010 | 2009 | |
| £m | $\mathbf{f}_{\mathbf{m}}$ | |
| Loans (note $11$ ) | 25.0 | 25.0 |
| Loans due to ultimate parent (note 11) | 133.1 | 133.1 |
| Accruals and other deferred income | 10.9 | 3.9 |
| 169.0 | 162.0 |
| II. Analysis of Dollowings | Weighted Average Interest rate |
Weighted Average Interest rate |
||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| % | % | £m | £m | |
| Between two and five years | ||||
| 6.39% European Investment Bank repayable 24 September 2012 | 6.39 | 6.29 | 25.0 | 25.0 |
| Over five years | ||||
| 6.00% Loan Stock repayable to Scottish and Southern Energy plc on 31 | ||||
| March 2021 | 6.00 | 6.00 | 100.0 | 100.0 |
| 5.50% Loan Stock repayable to Scottish and Southern Energy plc on 31 | ||||
| March 2021 | 5.50 | 5.50 | 33.1 | 33.1 |
| 158.1 | 158.1 |
$\bar{.}$
Deferred taxation is provided as follows:
| Deterior manifoli is provided as follows. | 2010 £m |
2009 $\mathbf{f}_{\mathbf{m}}$ |
|---|---|---|
| Accelerated capital allowances | 38.0 | 36.0 |
| Other timing differences | (0.4) | |
| Provision for deferred tax | 37.6 | 36.0 |
| 31 March 2010 £m |
||
| Provision at start of year | 36.0 | |
| Charged to profit and loss account | 1.6 | |
| Provision at 31 March 2010 | 37.6 |
| 2010 £m |
2009 £m |
||
|---|---|---|---|
| Equity: Authorised: |
|||
| 4,301,000 ordinary shares of £1 each | 4.3 | 4.3 | |
| Allotted, called up and fully paid: | |||
| 4,300,000 ordinary shares of £1 each | 4.3 | 4.3 | |
| 14. Reserves | |||
| Profit and | |||
| toss | |||
| account | |||
| £M | |||
| At start of the year | 88.6 | ||
| Profit for the year | 19.2 | ||
| Credit in respect of employee share schemes | 0.1 | ||
| At 31 March 2010 | 107.9 |
The majority of the Company's employees are members of the Scottish Hydro-Electric Pension Scheme which provides defined benefits based on final pensionable pay. The Company's contributions to this scheme are set in relation to the current service period only (i.e. these are not affected by any surplus or deficit in the scheme relating to past service of its own employees and any other members of the scheme) and as such are treated as contributions to a defined contribution scheme.
New employees can opt to join a personal pension scheme which is a money purchase scheme with the Company matching the members' contributions up to a maximum of 6% of salary. The scheme is managed by Friends Provident.
The Company's share of the total contribution payable to the pension schemes during the year was £0.9m (2009 $- £0.8m$ ).
The Company incurred a further charge, payable to SSE Services plc, of £1.9m (2009 – £nil), which related to its share of the Scheme's deficit repair contributions for the year ended 31 March 2010.
The Group operates a number of share schemes for the benefit of all employees. Details of these schemes are as follows:
This scheme gives employees the option to purchase shares in the parent Company at a discounted market price, subject to them remaining in employment with the Group for the term of the agreement. Employees may opt to save between £5 and £250 per month for a period of 3 or 5 years and at the end of this period, employees have six months to exercise their options by using the cash saved (including a bonus equivalent to interest). If the option is not exercised, the funds may be withdrawn by the employee and the option expires.
This scheme allows employees the opportunity to purchase shares in the parent Company on a monthly basis. Employees may nominate an amount between £10 and £125 to be deducted from their gross salary, and this is then used to purchase shares ('partnership shares') in the market on the final business day of each month. These shares are then held in trust for a period of 5 years, at which point they are transferred at no further cost to the employee. These shares may be withdrawn at any point during the 5 years, but tax and national insurance would then be payable on any amounts withdrawn.
In addition to the shares purchased on behalf of the employee, the Group will match the purchase up to a maximum of 6 years (previously 5) shares ('matching shares') per month. Again these shares are held in trust for the five years until they are transferred to the employee. If an employee leaves during the first three years, or removes his/her 'partnership' shares, these 'matching' shares are forfeited.
In addition to the above, the following special awards of free shares have been made:
| Award made | 31 March 2005 | 31 March 2007 | 31 March 2008 |
|---|---|---|---|
| Free shares per employee | 50 | 20 | 10 |
| Date at which employee must still be employed to receive award (in addition to 31 March) |
20 August 2005 | 30 May 2007 | 1 August 2008 |
These awards were made to all employees in recognition of their contribution to the success of the company. Under the arrangements for the awards, the shares will be held in trust for five years, at which point they will be transferred to the employees at no cost to the employee. These shares may be withdrawn at any point during years four and five, but income tax and national insurance would then be payable on any amounts withdrawn.
As allowed by FRS 20, only options granted since 7 November 2002, which were unvested at 1 January 2005, have been included.
Details used in the calculation of these costs are as follows:
| Award Date | Option Price (pence) |
Outstanding at start of year |
Granted | Exercised | Lapsed | Outstanding at end of year |
Date from which exercisable |
Expiry date |
|---|---|---|---|---|---|---|---|---|
| 16 July 2004 | 622 | 11,558 | ٠ | (11, 558) | October 2009 | 31 March 2010 | ||
| 14 July 2005 | 886 | 10.701 | $\bullet$ | $\blacksquare$ | 10,701 | October 2010 | 31 March 2011 | |
| 11 July 2006 | 999 | 1,230 | (1,230) | October 2009 | 31 March 2010 | |||
| 11 July 2006 | 999 | 5,293 | (366) | 4.927 | 1 October 2011 | 31 March 2012 | ||
| 10 July 2007 | 1,306 | 877 | ٠ | (345) | 532 | 1 October 2010 | 31 March 2011 | |
| 10 July 2007 | 1.306 | 8,240 | $\hat{\phantom{a}}$ | (3,509) | 4.731 | October 2012 | 31 March 2013 | |
| 17 July 2008 | 1.274 | 1,664 | ۰ | (206) | 1.458 | October 2011 | 31 March 2012 | |
| 17 July 2008 | 1.274 | 12,323 | ٠ | (8, 446) | 3.877 | 1 October 2013 | 31 March 2014 | |
| 30 June 2009 | 1,042 | ۰ | 6,786 | $\bullet$ | (174) | 6.612 | I October 2012 | 31 March 2013 |
| 30 June 2009 | 1,042 | $\blacksquare$ | 22.813 | ۰ | (447) | 22.366 | I October 2014 | 31 March 2015 |
| 51,886 | 29,599 | (12,788) | (13, 493) | 55.204 |
| Award Date | Option Price (pence) |
Outstanding at start of year |
Granted | Exercised | Lapsed | Outstanding at end of year |
Date from which exercisable |
Expiry date |
|---|---|---|---|---|---|---|---|---|
| 25 July 2003 | 562 | 18,788 | (18, 788) | October 2008 | 31 March 2009 | |||
| 16 July 2004 | 622 | 11,715 | (157) | 11,558 | October 2009 | 31 March 2010 | ||
| 14 July 2005 | 886 | 1.085 | (1,085) | October 2008 | 31 March 2009 | |||
| 14 July 2005 | 886 | 10,812 | $\blacksquare$ | (111) | 10.701 | October 2010 | 31 March 2011 | |
| 11 July 2006 | 999 | 1.604 | $\blacksquare$ | (374) | 1.230 | October 2009 | 31 March 2010 | |
| 11 July 2006 | 999 | 6.259 | (966) | 5,293 | October 2011 | 31 March 2012 | ||
| 10 July 2007 | 1.306 | 1,021 | $\hat{\phantom{a}}$ | (144) | 877 | October 2010 | 31 March 2011 | |
| 10 July 2007 | 1.306 | 8,240 | $\blacksquare$ | 8,240 | October 2012 | 31 March 2013 | ||
| 17 July 2008 | 1.274 | ۰ | 1.664 | $\blacksquare$ | 1.664 | October 2011 | 31 March 2012 | |
| 17 July 2008 | 1.274 | ٠ | 12,578 | $\blacksquare$ | (255) | 12.323 | October 2013 | 31 March 2014 |
| 59,524 | 14.242 | (19, 873) | (2,007) | 51,886 |
Of the outstanding options at the end of the year, none were exercisable.
As share options are exercised continuously throughout the period from 1 October to 31 March, the weighted average share price during this period of $1,126p$ (2009: 1,164p) is considered representative of the weighted average share price at the date of exercise. The weighted average share price of forfeitures is simply the option price to which the forfeit relates.
The fair value of these shares at vesting, calculated using the Black-Scholes model, and the assumptions made in that model are as follows:
| July 2004 | July 2005 | July 2006 | July 2007 | July 2008 | June 2009 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3 Year | 5 Year | 3 Year | 5 Year | 3 Year | 5 Year | 3 Year | 5 Year | 3 Year | 5 Year | 3 Year | 5 Year | |
| Fair value of option | 108p | 117p | 126p | 137 p | 217p | 227p | 287 p | 313p | 304p | 339p | 244p | 269p |
| Expected volatility | 17% | 17% | 15% | 15% | 19% | 19% | 25% | 25% | 28% | 28% | 35% | 35% |
| Risk free rate | 4.7% | 4.8% | 4.1% | 4.2% | 4.7% | 4.7% | 5.8% | 5.7% | 4.9% | 5.0% | 2.7% | 2.9% |
| Expected dividends | 4.6% | 4.6% | 4.2% | 4.2% | 4.8% | 4.8% | 5.3% | 5.2% | 4.1% | 4.2% | 4.1% | 4.2% |
| Term of the option | 3 yrs | 5 yrs | 3 yrs | 5 yrs | 3 yrs | 5 yrs | 3 yrs | 5 yrs | 3 yrs | 5 yrs | 3 yrs | 5 yrs |
| Underlying price at |
||||||||||||
| grant date | 699 D | 699 p | 967p | 967 p | .180 D | l.180p | l.460p | .460p | .397 p | 1.397p | 1.13 2 p | 1,139p |
| Strike price | 622p | 622p | 886p | 886p | 999 D | 999p | .306p | .30op | .274p | 1.274p | 1.042p | .042p |
Expected price volatility was obtained by calculating the historical volatility of the Group's share price over the previous 12 months.
| 2010 | 2009 | |||
|---|---|---|---|---|
| Weighted | Weighted | |||
| average price |
average price |
|||
| Shares | (pence) | Shares | (pence) | |
| Outstanding at start of year | 12,642 | 1,214 | 10,635 | 1,108 |
| Granted | 4,606 | 1,174 | 3,889 | 1,260 |
| Forfeited | (206) | 1.214 | (1,720) | 656 |
| Exercised | (849) | 1,125 | (162) | 1,290 |
| Outstanding at end of year | 16,193 | 1.207 | 12,642 | 1,214 |
| Exercisable at end of year | 8,895 | 1,091 | 6,643 | 820 |
As share options are exercised continuously throughout the year, the weighted average share price during this period of 1,125p (2009: 1,290p) is considered representative of the weighted average share price at the date of exercise.
The fair value of these shares is not subject to valuation using the Black-Scholes model. However, the fair value of shares granted in the year is equal to the weighted average price paid for the shares at the grant date as shares are acquired out of the market as at that date to satisfy awards made under the scheme.
Shares purchased under this scheme prior to 7 November 2002 have not been included as permitted by the transitional rules under FRS 20.
| 2010 | 2009 | |||
|---|---|---|---|---|
| Weighted | Weighted | |||
| average | average | |||
| price | price | |||
| Shares | (pence) | Shares | (pence) | |
| Outstanding at start of year | 4,050 | 1,166 | 3,490 | 1,120 |
| Granted | 720 | 1,417 | ||
| Exercised | (50) | 1.125 | (160) | 1,290 |
| Outstanding at end of year | 4,000 | 1,166 | 4,050 | 1,166 |
| Exercisable at end of year | 2,300 | 965 | 2,340 | 965 |
As share options are exercised continuously throughout the year, the weighted average share price during this period of 1,125p (2009: 1,290p) is considered representative of the weighted average share price at the date of exercise.
The fair value of these shares is not subject to valuation using the Black-Scholes model. However, the fair value of shares granted in the year is equal to the weighted average price paid for the shares at the grant date as shares are acquired out of the market as at that date to satisfy awards made under the scheme.
| Capital expenditure: | 2010 £m |
2009 £m |
|---|---|---|
| Contracted for but not provided | 87.5 | 72.9 |
$\cdot$
The Company has provided a guarantee in relation to £300m Eurobonds held by Scottish and Southern Energy plc. This guarantee has been provided jointly with Scottish Hydro Electric Power Distribution plc.
| 2010 £m |
2009 $\mathbf{f}_{\mathbf{m}}$ |
|||
|---|---|---|---|---|
| Reconciliation of operating profit to operating cash flows | 35.8 | 41.4 | ||
| Operating profit | 11.5 | 9.8 | ||
| Depreciation Customer contributions and capital grants released |
(0.5) | (0.5) | ||
| Decrease/(increase) in debtors | 1.1 | (1.1) | ||
| Increase in creditors | 30.3 | 24.2 | ||
| Charge in respect of employee share awards | 0.1 | 0.1 | ||
| Net cash inflow from operating activities | 78.3 | 73.9 | ||
| 19. Net debt | ||||
| Reconciliation of net cash flow to movement in net debt | ||||
| 2010 | 2009 | |||
| £m | £m | |||
| Cash inflow from increase in cash* | ||||
| Cash (inflow)/outflow from decrease in debt and lease financing | ||||
| Movement in net debt in the year | ||||
| (158.1) | (158.1) | |||
| Net debt at 1 April | (158.1) | (158.1) | ||
| Net debt at 31 March | ||||
| Analysis of net debt | ||||
| As at | (Increase)/ | As at | ||
| 1 April | Increase | decrease | 31 March | |
| 2009 | in cash* | in debt | 2010 | |
| £m | £m | £m | £m | |
| Cash at bank and in hand | ||||
| Other debt due within one year | ||||
| Net borrowings due within one year | ||||
| Net borrowings due after more than one year | (158.1) | (158.1) | ||
| (158.1) | (158.1) |
* The Company does not hold cash balances at any time. Cash generated or required by the Company is remitted to or obtained from Scottish and Southern Energy plc or SSE Services plc. As a result the movement in increase of the indebtedness from the Group can be said to represent the cash generated in the year.
We have audited the financial statements of Scottish Hydro Electric Transmission Limited for the year ended 31 March 2011 set out on pages 14 to 27. The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
As explained more fully in the Directors' Responsibilities Statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
A description of the scope of an audit of financial statements is provided on the APB's web-site at www.frc.org.uk/apb/scope/private.cfm.
In our opinion the financial statements:
In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
John Luke (Senior Statutory Auditor) for and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants Saltire Court 20 Castle Terrace Edinburgh EH1 2EG
21 July 2011
$\sim 10$
| IVI THE YEAR CHUCU JI IMARCH AVIT | Note | 2011 £m |
2010 £m |
|---|---|---|---|
| Turnover | 79.0 | 63.7 | |
| Cost of sales | (3.7) | ||
| Gross profit | 79.0 | 60.0 $\blacksquare$ |
|
| Distribution costs | (27.9) | (20.9) | |
| Administrative costs | (3.6) | (3.3) | |
| Operating profit | $\overline{2}$ | 47.5 | 35.8 |
| Net interest payable | 5 | (8.1) | (9.2) |
| Profit on ordinary activities before taxation | 39.4 | 26.6 | |
| Tax on profit on ordinary activities | 6 | (8.0) | (7.4) |
| Profit for the financial year | 14 | 31.4 | 19.2 |
$\cdot$
There are no other recognised gains or losses other than the reported profit above.
$\mathbf{v}^{(1)}$
The above results are derived from continuing activities.
The accompanying notes are an integral part of these Financial statements.
| Note | 2011 £m |
2010 $\pmb{\pmb{\pmb{\varepsilon}}}$ |
|
|---|---|---|---|
| Fixed Assets Tangible assets |
7 | 452.9 | 348.7 |
| Current assets Debtors ۰ |
8 | 0.2 | 15.2 |
| Creditors: Amounts falling due within one year |
9 | (87.6) | (45.1) |
| Net current liabilities | (87.4) | (29.9) | |
| Total assets less current liabilities | 365.5 | 318.8 | |
| Creditors: Amounts falling due after more than one year |
10 | (213.2) | (169.0) |
| Provisions for liabilities and charges Deferred taxation |
12 | (38.6) | (37.6) |
| Net assets | 113.7 | 112.2 | |
| Capital and reserves | |||
| Called up share capital Profit and loss account |
13 14 |
4.3 109.4 |
4.3 107.9 |
| Shareholders' funds | 113.7 | 112.2 |
These Financial statements were approved by the Directors on 21 July 2011 and signed on their behalf by
$\overline{\mathcal{L}}$ .
ex. وسرد
Gregor Alexander, Director
Scottish Hydro Electric Transmission Limited, Registered No. SC213461
$\ddot{\phantom{0}}$
| 2011 | 2010 | |
|---|---|---|
| £m | £m | |
| Profit for the financial year | 31.4 | 19.2 |
| Dividends paid to shareholders | (30.0) | |
| Credit in respect of employee share awards | 0. 1 | 0.1 |
| Net addition to shareholders' funds | 1.5 | 19.3 |
| Opening shareholders' funds | 112.2 | 92.9 |
| Closing shareholders' funds | 113.7 | 112.2 |
| Note | 2011 $\mathbf{f}_{\mathbf{m}}$ |
2010 £m |
|
|---|---|---|---|
| Net cash inflow from operating activities | 18 | 116.3 | 78.3 |
| Interest received | 0.2 | ||
| Interest paid | (9.5) | (9.4) | |
| Returns on investments and servicing of finance | (9.5) | (9.2) | |
| Corporation tax paid | (5.6) | (7.5) | |
| Taxation | (5.6) | (7.5) | |
| Purchase of tangible fixed assets | (101.2) | (63.0) | |
| Sale of tangible fixed assets | 1.4 | ||
| Capital expenditure and financial investment | (101.2) | (61.6) | |
| Equity Dividends paid | (30.0) | ||
| Net cash (outflow)/inflow before management of liquid resources and financing |
(30.0) | ||
| Repayment of borrowings | |||
| New borrowings | 30.0 | ||
| Financing | 30.0 | ||
| Increase/(decrease) in cash in the year | |||
The Financial statements have been prepared under the historical cost convention and in accordance with UK generally accepted accounting standards (UK GAAP) and as required by Standard Condition 44, Regulatory Financial statements, of the Electricity Distribution Licence. The principal accounting policies are summarised in the Notes to the Financial statements and have been applied consistently.
The Company's balance sheet at 31 March 2011 shows a net current liability position of £87.4m (2010 – net current liabilities of £29.9m). The parent company has confirmed that it will continue to provide financial support to the Company and in particular will not seek repayment of the amounts currently made available. On this basis, the directors believe that the Company will be in a position to meet its liabilities as they fall due and that the financial statements are appropriately prepared on a going concern basis.
As the Company is a wholly owned subsidiary of Scottish and Southern Energy plc (SSE plc), it has taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances with entities which form part of the Scottish and Southern Energy Group (the Group).
It has also taken advantage of the exemption contained in FRS29 and has therefore not prepared the disclosures relating to financial instruments and capital as full disclosure is provided in the Group financial statements.
Turnover comprises the value of electricity transmission services and facilities provided during the year. Turnover includes an estimate of the value of the transmission of electricity on behalf of customers between the date of the last meter reading and the year-end.
The charge for taxation is based on the profit for the year and takes into account deferred taxation.
Current tax, including UK corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted, or substantially enacted, by the balance sheet date.
Deferred taxation arises in respect of items where there are timing differences between their treatment for accounting and taxation purposes. This is recognised where an obligation to pay more tax in the future has originated but not reversed at the balance sheet date. A deferred tax asset is recognised only when it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction or, if hedged forward, at the rate of exchange under the related forward currency contract. Monetary assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.
Expenditure on research and development is charged to the profit and loss account as incurred.
(i) Depreciation Heritable and freehold land is not depreciated.
Depreciation is charged to the profit and loss account on tangible fixed assets to write off cost, less residual values, on a straight-line basis over their estimated operational lives. The estimated operational lives are as follows: $V_{\text{const}}$
| n ears | |||
|---|---|---|---|
| Transmission assets | $10 \text{ to } 80$ | ||
| Non-operational assets: | |||
| Buildings | $\blacksquare$ | freehold | Up to $60$ |
| $\blacksquare$ | leasehold | Lower of lease period and 60 | |
| Fixtures, equipment, plant and machinery, vehicles and mobile plant | 4 to 10 |
Expenditure incurred to replace a component of a tangible fixed asset that is accounted for separately is capitalised. Other subsequent expenditure is capitalised only when it increases the future economic benefits of the tangible fixed asset to which it relates.
Customer contributions and capital grants are recorded as deferred income and released to the profit and loss account over the estimated useful life of the related fixed assets.
Contributions to pension schemes on behalf of the employees of the Company are charged to the profit and loss account in accordance with the contributions incurred in the year.
Scottish and Southern Energy plc, the ultimate parent of the Company, operates a number of All Employee Share Schemes as described in the Remuneration Report of the Group. These schemes enable Group employees to acquire shares of the ultimate parent company. The employees of the Company are entitled, where applicable, to participate in these schemes. The Company has not been charged with the cash cost of acquiring shares on behalf of its employees, this cost is borne by the Ultimate Parent Company. Where the fair value of the options granted has been measured, the Company has recognised the expense as if the share based payments related to the Company's own shares.
Applying the transitional provisions of FRS 20, its requirements have been applied to all grants of equity instruments after 7 November 2002 that had not vested as at 1 January 2005.
The exercise prices of the sharesave scheme are set at a discount to market price at the date of the grant. The fair value of the sharesave scheme option granted is measured at the grant date by use of a Black-Scholes model. The fair value of the options granted is recognised as an expense on a straight-line basis over the period that the scheme vests. Estimates are updated at each balance sheet date with any adjustment in respect of the current and prior years being recognised in the profit and loss accounts.
The costs associated with the other main employee schemes, the share incentive plan and the deferred bonus scheme, are recognised over the period to which they relate.
Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that thev are appropriately authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to these financial statements.
Operating profit is arrived at after charging / (crediting):
| £m | £m | |
|---|---|---|
| Depreciation of tangible fixed assets | 13.4 | 11.5 |
| Release of deferred income in relation to customer contributions and capital grants | (0.8) | (0.5) |
| Research and development | 0.6 | 0.5 |
| Net management fee in respect of services provided by parent company | 3.5 | 3.4 |
| The Company incurred an audit fee of $£0.01m(2010 - £0.01m)$ in the year. | ||
| Staff costs and numbers 3. |
||
| 2011 | 2010 £m |
|
| £m | ||
| Staff costs: | ||
| Wages and salaries | 3.8 | 3.5 |
| Social security costs | 0.4 | 0.3 |
| Share-based remuneration | 0.1 | 0.1 |
| Other pension costs (note 15) | 3.1 | 2.8 |
| 7.4 | 6.7 | |
| Less capitalised as tangible fixed assets | (3.8) | (3.2) |
| 3.6 | 3.5 |
2010
2011
Included within the above costs is a charge recognised under FRS 20 of £119,184 (2010 - £94,862).
| Employee numbers | 2011 Number |
2010 Number |
|---|---|---|
| Numbers employed at 31 March | 85 | 83 |
| 2011 Number |
2010 Number |
|
| The monthly average number of people employed by the Company during the year | 85 | 83 |
| 4. Directors' remuneration |
No Director received remuneration in respect of their service to the Company (2010: Nil).
| ັ TIM MIMIMAM DATANIA |
2011 £m |
2010 £m |
|---|---|---|
| Interest receivable: | ||
| Interest receivable from group companies | 0.2 | |
| Interest payable and similar charges: | ||
| Bank loans and overdrafts | (1.6) | (1.5) |
| Interest payable to group companies | (7.9) | (7.9) |
| (9.5) | (9.4) | |
| Interest capitalised | 1.4 | |
| Net interest payable | (8.1) | (9.2) |
| 2011 £m |
2010 £m |
|
|---|---|---|
| Current tax: | ||
| UK corporation tax on profits for the year | 7.1 | 6.0 |
| Adjustments in respect of previous years | (0.1) | (0.2) |
| 7.0 | 5.8 | |
| Deferred tax: | ||
| Origination and reversal of timing differences | 3.9 | 1.5 |
| Effect of change in UK corporation tax | (2.9) | |
| Adjustment in respect of prior years | 0.1 | |
| Total Deferred Tax | 1.0 | 1.6 |
| Total tax on profit on ordinary activities | 8.0 | 7.4 |
The difference between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is as follows:
| 2011 £m |
2010 £m |
|
|---|---|---|
| Profit before tax | ||
| 39.4 | 26.6 | |
| Tax on profit on ordinary activities at standard UK corporation tax rate of 28% (2010 - | ||
| 28% | 11.0 | 7.4 |
| Effects of: | ||
| Capital allowances less than depreciation | (3.8) | (1.8) |
| Other timing differences | (0.2) | 0.4 |
| Adjustment in respect of prior periods | (0.2) | |
| Current tax charge for year | 7.0 | 5.8 |
$\hat{\mathcal{A}}$
$\overline{\phantom{a}}$
| . . TARZIDIU HAUG ASSUIS |
Transmission assets £m |
Other land and buildings £m |
Vehicles and miscellaneous equipment £m |
Total £m |
|---|---|---|---|---|
| Cost: | ||||
| At 1 April 2010 | 501.0 | 3.2 | 0.3 | 504.5 |
| Additions | 117.6 | 117.6 | ||
| At 31 March 2011 | 618.6 | 3.2 | 0.3 | 622.1 |
| Depreciation: | ||||
| At 1 April 2010 | 155.5 | 0.3 | 155.8 | |
| Charge for the year | 13.4 | $\bullet$ | 13.4 | |
| At 31 March 2011 | 168.9 | $\bullet$ | 0.3 | 169.2 |
| Net book value: | ||||
| At 31 March 2011 | 449.7 | 3.2 | 452.9 | |
| At 31 March 2010 | 345.5 | 3.2 | 348.7 |
| 2011 £m |
2010 £m |
|
|---|---|---|
| Tangible fixed assets include: Assets in the course of construction |
62.3 | 57.4 |
| 8. Debtors |
||
| 2011 | 2010 | |
| £m | $\mathbf{f}_{\mathbf{m}}$ | |
| Amounts falling due within one year: | ||
| Trade debtors | 0.2 | |
| Amounts owed by group undertakings | 15.2 | |
| 0.2 | 15.2 | |
| 9. Creditors: amounts falling due within one year |
2011 £m |
2010 £m |
| Trade creditors | 0.3 | 1.3 |
| Amounts owed to group undertakings | 46.1 | 23.2 |
| Corporation tax | 4.5 | 3.0 |
| Accruals and other deferred income | 35.2 | 16.6 |
| Other creditors | 1.5 | 1.0 |
| 87.6 | 45.1 | |
| 10. Creditors: amounts falling due after more than one year | ||
| 2011 | 2010 | |
| £m | £m | |
| Loans (note $11$ ) | 25.0 | 25.0 |
| Loans due to ultimate parent (note 11) | 163.1 | 133.1 |
| Accruals and other deferred income | 25.1 | 10.9 |
| 213.2 | 169.0 |
| weighted | weighted | |||
|---|---|---|---|---|
| Average | Average | |||
| Interest rate | Interest rate | |||
| 2011 | 2010 | 2011 | 2010 | |
| % | ℅ | £m | £m | |
| Between two and five years | ||||
| 6.39% European Investment Bank repayable 24 September 2012 | 6.39 | 6.39 | 25.0 | 25.0 |
| Over five years | ||||
| 6.00% Loan Stock repayable to Scottish and Southern Energy plc on 31 | ||||
| March 2021 | 6.00 | 6.00 | 100.0 | 100.0 |
| 5.50% Loan Stock repayable to Scottish and Southern Energy plc on 31 | ||||
| March 2021 | 5.50 | 5.50 | 33.1 | 33.1 |
| 5.625% Loan Stock repayable to Scottish and Southern Energy plc on 31 | ||||
| March 2028 | 5.63 | 5.50 | 30.0 | |
| 188.1 | 158.1 | |||
Deferred taxation is provided as follows:
| 2011 | 2010 | |
|---|---|---|
| £m | £m | |
| Accelerated capital allowances | 39.0 | 38.0 |
| Other timing differences | (0.4) | (0.4) |
| Provision for deferred tax | 38.6 | 37.6 |
| 31 March | 31 March | |
| 2011 | 2010 | |
| £m | $\pounds$ m | |
| Provision at start of year | 37.6 | 36.0 |
| Charged to profit and loss account | 1.0 | 1.6 |
| Provision at 31 March 2011 | 38.6 | 37.6 |
| 13. Share capital | ||
| 2011 | 2010 | |
| £m | £m | |
| Equity: | ||
| Authorised: | ||
| 4,301,000 ordinary shares of £1 each | 4.3 | 4.3 |
| Allotted, called up and fully paid: | ||
| 4,300,000 ordinary shares of £1 each | 4.3 | 4.3 |
| 14. Reserves | ||
| Profit and | ||
| loss | ||
| account | ||
| £M | ||
| At start of the year | 107.9 | |
| Profit for the year | 31.4 | |
| Dividends | (30.0) | |
| Credit in respect of employee share schemes | 0.1 | |
| At 31 March 2011 | 109.4 |
The majority of the Company's employees are members of the Scottish Hydro-Electric Pension Scheme which provides defined benefits based on final pensionable pay. The Company's contributions to this scheme are set in relation to the current service period only (i.e. these are not affected by any surplus or deficit in the scheme relating to past service of its own employees and any other members of the scheme) and as such are treated as contributions to a defined contribution scheme.
New employees can opt to join a personal pension scheme which is a money purchase scheme with the Company matching the members' contributions up to a maximum of 6% of salary. The scheme is managed by Friends Provident.
The Company's share of the total contribution payable to the pension schemes during the year was £1.0m (2010) $-£0.9m$ ).
The Company incurred a further charge, payable to SSE Services plc, of £2.1m (2010 - £1.9m), which related to its share of the Scheme's deficit repair contributions for the year ended 31 March 2011.
The Group operates a number of share schemes for the benefit of all employees. Details of these schemes are as follows:
This scheme gives employees the option to purchase shares in the parent Company at a discounted market price, subject to them remaining in employment with the Group for the term of the agreement. Employees may opt to save between £5 and £250 per month for a period of 3 or 5 years and at the end of this period, employees have six months to exercise their options by using the cash saved (including a bonus equivalent to interest). If the option is not exercised, the funds may be withdrawn by the employee and the option expires.
This scheme allows employees the opportunity to purchase shares in the parent Company on a monthly basis. Employees may nominate an amount between $\pounds10$ and $\pounds125$ to be deducted from their gross salary, and this is then used to purchase shares ('partnership shares') in the market on the final business day of each month. These shares are then held in trust for a period of 5 years, at which point they are transferred at no further cost to the employee. These shares may be withdrawn at any point during the 5 years, but tax and national insurance would then be payable on any amounts withdrawn.
In addition to the shares purchased on behalf of the employee, the Group will match the purchase up to a maximum of 6 (previously 5) shares ('matching shares') per month. Again these shares are held in trust for the five years until they are transferred to the employee. If an employee leaves during the first three years, or removes his/her 'partnership' shares, these 'matching' shares are forfeited.
In addition to the above, the following special awards of free shares have been made:
| Award made | 31 March 2005 | 31 March 2007 | 31 March 2008 |
|---|---|---|---|
| Free shares per employee | 50 | 20 | |
| Date at which employee must still be employed to receive award (in addition to 31 March) |
20 August 2005 | 30 May 2007 | 1 August 2008 |
These awards were made to all employees in recognition of their contribution to the success of the company. Under the arrangements for the awards, the shares will be held in trust for five years, at which point they will be transferred to the employees at no cost to the employee. These shares may be withdrawn at any point during years four and five, but income tax and national insurance would then be payable on any amounts withdrawn.
As allowed by FRS 20, only options granted since 7 November 2002, which were unvested at 1 January 2005, have been included.
Details used in the calculation of these costs are as follows:
As at 31 March 2011
| Award Date | Option Price (pence) |
Outstanding at start of year |
Granted | Exercised | 1. apsed | Outstanding at end of year |
Date from which exercisable |
Expiry date |
|---|---|---|---|---|---|---|---|---|
| 14 July 2005 | 886 | 10.701 | (10, 701) | 1 October 2010 | 31 March 2011 | |||
| 11 July 2006 | 999 | 4.927 | (322) | 4,605 | $1$ October $2011$ | 31 March 2012 | ||
| 10 July 2007 | 1.306 | 532 | ۰ | 532 | 1 October 2010 | 31 March 2011 | ||
| 10 July 2007 | 1.306 | 4,731 | (2,502) | 2,229 | 1 October 2012 | 31 March 2013 | ||
| 17 July 2008 | 1,274 | 1,458 | $\blacksquare$ | (59) | 1.399 | 1 October 2011 | 31 March 2012 | |
| 17 July 2008 | 1.274 | 3,877 | (2,347) | 1.530 | 1 October 2013 | 31 March 2014 | ||
| 30 June 2009 | 1.042 | 6,612 | (1.131) | 5,481 | 1 October 2012 | 31 March 2013 | ||
| 30 June 2009 | 1.042 | 22,366 | (13,719) | 8,647 | 1 October 2014 | 31 March 2015 | ||
| 30 June 2010 | 871 | $\bullet$ | 7,782 | 7,782 | 1 October 2013 | 31 March 2014 | ||
| 30 June 2010 | 871 | ۰. | 39,355 | 39,355 | 1 October 2015 | 31 March 2016 | ||
| 55,204 | 47,137 | (10,701) | (20,080) | 71,560 |
| Award Date | Option Price (pence) |
Outstanding at start of year |
Granted | Exercised | Lapsed | Outstanding at end of year |
Date from which exercisable |
Expiry date |
|---|---|---|---|---|---|---|---|---|
| 16 July 2004 | 622 | 11,558 | (11, 558) | $\blacksquare$ | $\blacksquare$ | October 2009 | 31 March 2010 | |
| 14 July 2005 | 886 | 10,701 | $\blacksquare$ | $\blacksquare$ | 10,701 | 1 October 2010 | 31 March 2011 | |
| 11 July 2006 | 999 | 230.ا | $\bullet$ | (1,230) | October 2009 | 31 March 2010 | ||
| 11 July 2006 | 999 | 5,293 | $\blacksquare$ | (366) | 4,927 | 1 October 2011 | 31 March 2012 | |
| 10 July 2007 | 1.306 | 877 | $\blacksquare$ | $\bullet$ | (345) | 532 | l October 2010 | 31 March 2011 |
| 10 July 2007 | 1,306 | 8,240 | ۰. | $\bullet$ | (3,509) | 4,731 | l October 2012 | 31 March 2013 |
| 17 July 2008 | 1.274 | 1,664 | (206) | 1,458 | October 2011 | 31 March 2012 | ||
| 17 July 2008 | 1.274 | 12,323 | $\bullet$ | (8, 446) | 3,877 | 1 October 2013 | 31 March 2014 | |
| 30 June 2009 | 1.042 | $\bullet$ | 6,786 | ۰. | (174) | 6.612 | October 2012 | 31 March 2013 |
| 30 June 2009 | 1.042 | $\sim$ | 22,813 | ۰. | (447) | 22,366 | 1 October 2014 | 31 March 2015 |
| 51,886 | 29,599 | (12,788) | (13, 493) | 55,204 |
Of the outstanding options at the end of the year, none were exercisable.
As share options are exercised continuously throughout the period from 1 October to 31 March, the weighted average share price during this period of 1,177p (2010: 1,126p) is considered representative of the weighted average share price at the date of exercise. The weighted average share price of forfeitures is simply the option price to which the forfeit relates.
The fair value of these shares at vesting, calculated using the Black-Scholes model, and the assumptions made in that model are as follows:
| July 2005 | July 2006 | July 2007 | July 2008 | June 2009 | June 2010 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3 Year | 3 Year | 3 Year | 5 Year | 3 Year | 5 Year | 3 Year | 5 Year | 3 Year | 5 Year | 3 Year | 5 Year | |
| Fair value of option | l 26 p | 137p | 217p | 227 D | 287 р | 313p | 304p | 339 D | 244p | 269 D | 231p | 246р |
| Expected volatility | 15% | 15% | 19% | 19% | 25% | 25% | 28% | 28% | 35% | 35% | 19% | 19% |
| Risk free rate | 4.1% | 4.2% | 4.7% | 4.7% | 5.8% | 5.7% | 49% | 5.0% | 2.7% | 2 9% | 4% | 2.2% |
| Expected dividends | 4.2% | 4.2% | 4.8% | 4.8% | 5.3% | 5.2% | 4.1% | 4.2% | 4.1% | 4.2% | 1.7% | 2.2% |
| Term of the option | 3 yrs | 5 yrs | 3 yrs | 5 yrs | 3 yrs | 5 yrs | $3 \, \text{yrs}$ | 5 yrs | 3 yrs | 5 vrs | 3 yrs | 5 yrs. |
| Underlying price at |
||||||||||||
| grant date | 967 p | 967 p | ,180 p | .180 D | 1.460p | 1,460p | .397p | .397 D | 1.139 D | 1.139p | l.089p | 1,089p |
| Strike price | 886 p | 886 D | 999p | 999 D | .,306p | .306p | l.274p | .274 D | .042p | 1.042p | 871 p | 871p |
Expected price volatility was obtained by calculating the historical volatility of the Group's share price over the previous 12 months.
| 2011 | 2010 | |||||
|---|---|---|---|---|---|---|
| Weighted average price |
Weighted average price |
|||||
| Shares | (pence) | Shares | (pence) | |||
| Outstanding at start of year | 16,193 | 1,207 | 12.642 | 1,214 | ||
| Granted | 4,714 | 1,161 | 4.606 | 1,174 | ||
| Forfeited | ٠ | 1.215 | (206) | 1,214 | ||
| Exercised | (918) | 1.149 | (849) | 1,125 | ||
| Outstanding at end of year | 19,989 | 1.199 | 16,193 | 1,207 | ||
| Exercisable at end of year | 10,518 | 1,186 | 8,895 | 1,091 | ||
As share options are exercised continuously throughout the year, the weighted average share price during this period of 1,149p (2010: 1,125p) is considered representative of the weighted average share price at the date of exercise.
The fair value of these shares is not subject to valuation using the Black-Scholes model. However, the fair value of shares granted in the year is equal to the weighted average price paid for the shares at the grant date as shares are acquired out of the market as at that date to satisfy awards made under the scheme.
Shares purchased under this scheme prior to 7 November 2002 have not been included as permitted by the transitional rules under FRS 20.
| 2011 | 2010 | ||||
|---|---|---|---|---|---|
| Weighted | Weighted | ||||
| average | average | ||||
| price | price | ||||
| Shares | (pence) | Shares | (pence) | ||
| Outstanding at start of year | 4,000 | 1,166 | 4,050 | 1.166 | |
| Granted | |||||
| Exercised | (468) | 1,149 | (50) | 1.125 | |
| Outstanding at end of year | 3.532 | 1.168 | 4.000 | 1,166 | |
| Exercisable at end of year | 2,872 | 1,123 | 2,300 | 965 | |
As share options are exercised continuously throughout the year, the weighted average share price during this period of 1,149p (2010: 1,125p) is considered representative of the weighted average share price at the date of exercise.
The fair value of these shares is not subject to valuation using the Black-Scholes model. However, the fair value of shares granted in the year is equal to the weighted average price paid for the shares at the grant date as shares are acquired out of the market as at that date to satisfy awards made under the scheme.
| Capital expenditure: | ||
|---|---|---|
| 2011 | 2010 | |
| £m | £m | |
| Contracted for but not provided | 368.6 | 87.5 |
The Company has provided a guarantee in relation to £300m Eurobonds held by Scottish and Southern Energy plc. This guarantee has been provided jointly with Scottish Hydro Electric Power Distribution plc.
| 2011 £m |
2010 £m. |
|||
|---|---|---|---|---|
| Reconciliation of operating profit to operating cash flows | ||||
| Operating profit | 47.5 | 35.8 | ||
| Depreciation | 13.4 | 11.5 | ||
| Customer contributions and capital grants released | (0.8) | (0.5) | ||
| (Increase)/decrease in debtors | (0.2) | 1.1 | ||
| Increase in creditors | 56.3 | 30.3 | ||
| Charge in respect of employee share awards | 0.1 | 0.1 | ||
| Net cash inflow from operating activities | 116.3 | 78.3 | ||
| 19. Net debt | ||||
| Reconciliation of net cash flow to movement in net debt | ||||
| 2011 | 2010 | |||
| £m | £m | |||
| Cash inflow from increase in cash* | ||||
| Cash (inflow)/outflow from decrease in debt and lease financing | (30.0) | |||
| Movement in net debt in the year | (30.0) | |||
| Net debt at 1 April | (158.1) | (158.1) | ||
| Net debt at 31 March | (188.1) | (158.1) | ||
| Analysis of net debt | ||||
| As at | (Increase)/ | As at | ||
| 1 April | Increase | decrease | 31 March | |
| 2010 | in cash* | in debt | 2011 | |
| £m | £m | £m | £m | |
| Cash at bank and in hand | ||||
| Other debt due within one year | $\blacksquare$ | |||
| Net borrowings due within one year | ||||
| Net borrowings due after more than one year | (158.1) | (30.0) | (188.1) | |
| Net debt | (158.1) | $\frac{1}{2}$ | (30.0) | (188.1) |
* The Company does not hold cash balances at any time. Cash generated or required by the Company is remitted to or obtained from Scottish and Southern Energy plc or SSE Services plc. As a result the movement in increase of the indebtedness from the Group can be said to represent the cash generated in the year.
The Company is a subsidiary of Scottish and Southern Energy plc, which is the ultimate parent company and is registered in Scotland. The largest and smallest group in which the results of the Company are consolidated is that headed by Scottish and Southern Energy plc. The consolidated financial statements of the group (which include those of the Company) are available from Corporate Communications, Inveralmond House, 200 Dunkeld Road, Perth PH1 3AO.
Inveralmond House 200 Dunkeld Road Perth PH1 3AQ
Scottish Hydro Electric Power Distribution plc Inveralmond House
200 Dunkeld Road Perth PH1 3AQ
Inveralmond House 200 Dunkeld Road Perth PH1 3AQ
Southern Electric Power Distribution plc 55 Vastern Road Reading Berkshire RG1 8BU
135 Bishopsgate London EC2M 3UR
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB
10 Gresham Street London EC2V 7AE
25 Cabot Square Canary Wharf London E14 4QA
Riverbank House 2 Swan Lane London EC4R 3BF
Banco Santander, S.A. Ciudad Grupo Santander Edificio Encinar Avenida de Cantabria s/n 28660 Boadilla de Monte Madrid
BNP Paribas 10 Harewood Avenue London NW1 6AA
Mitsubishi UFJ Securities International plc
Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ
London EC2V 7QQ
The Royal Bank of Scotland plc 135 Bishopsgate
London EC2M 3UR
BNY Mellon Corporate Trustee Services Limited One Canada Square London E14 5AL
The Bank of New York Mellon, London Branch One Canada Square London E14 5AL
The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building – Polaris 2-4 rue Euge`ne Ruppert L-2453 Luxembourg
Saltire Court 20 Castle Terrace Edinburgh EH1 2EG
To each Issuer as to English law To SHEPD, SHETL and SSE as to Scottish law
Freshfields Bruckhaus Deringer LLP
65 Fleet Street London EC4Y 1HS Dundas & Wilson CS LLP Saltire Court 20 Castle Terrace Edinburgh EH1 2EN
Linklaters LLP One Silk Street London EC2Y 8HQ
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