Shareholders with a holding of maximum 60,000 shares as per June 14 2005 may tender their shares to E.ON against a cash consideration of SEK 275 per Series A and Series C share. No commission will be charged. The offer is limited to a maximum of 208,514 shares for a consideration not to exceed SEK 57.3bn.
E.ON currently holds 55.3 per cent of Sydkraft's capital stock and 56.6 per cent of the voting rights.
In addition to E.ON Sydkraft has approximately 900 shareholders, where each shareholder, except Statkraft Invest AB, has a holding of less than 60,000 shares, together representing approximately 0.1 per cent of the capital stock and voting rights of Sydkraft. Statkraft owns 44.6 per cent.
E.ON is making this direct offer because there is no organised trading in Sydkraft shares today, either on an official exchange place or on any other organised market place for the minority shareholders. This means that a sale of shares is connected with practical problems and costs.
The last registered trade with Sydkraft shares was at a price of SEK 234 on July 5 2001. In the last four years a total of SEK 5.8bn has been paid out in dividend, or SEK 30.35 per share.
The offer prices Sydkraft at a total of around SEK 57.3bn, and Statkraft's share at SEK 25.6bn.
Statkraft already has an option to sell its Sydkraft stake to E.ON for around EUR 2.2bn (SEK 20.4bn) before the end of 2007.
According to the preliminary timetable a prospectus will be made public on July 4, 2005, and the application period will begin on July 7 and run until August 26, 2005.
E.ON has not, during the past six months, acquired shares in Sydkraft at price levels higher than the offered cash consideration as per above.