SECURITIES AND EXCHANGE COMMISSIONS
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15a-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2002
SCOTTISH POWER PLC
(Translation of Registrant's Name Into English)
CORPORATE OFFICE, 1 ATLANTIC QUAY, GLASGOW, G2 8SP
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F ___
-----
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes ___ No X
-----
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____.)
FORM 6-K: TABLE OF CONTENTS
1. Press Release of Scottish Power plc, dated March 20, 2002, announcement
regarding completion of demerger of THUS Group plc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
/s/ Scottish Power plc
--------------------------------
(Registrant)
Date March 21, 2002 By: /s/ Alan McCulloch
------------------ --------------------------------
Alan McCulloch
Assistant Company Secretary
[LOGO]
Scottish Power
FOR IMMEDIATE RELEASE
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Contacts: Andrew Jamieson
ScottishPower, (Glasgow, Scotland)
+44 (0)141 636 4527
- or -
Bob Hess
ScottishPower (Portland, Oregon)
+1 503 813 7234
- or -
Brian Rafferty
Taylor Rafferty
+1 212 889 4350
COMPLETION OF DEMERGER OF THUS GROUP PLC ("THUS ")
--------------------------------------------------
GLASGOW - March 20, 2002 - Further to yesterday's announcement confirming the
completion of the demerger of ScottishPower's (LSE: SPW, NYSE: SPI) interest in
THUS, ScottishPower is pleased to announce the final terms for ScottishPower
shareholders.
As a result of the demerger, and the subsequent conversion of THUS participating
preference shares into THUS ordinary shares approved at a THUS extraordinary
general meeting yesterday, ScottishPower shareholders have received
approximately 53.75786869 THUS ordinary shares for every 100 ScottishPower
ordinary shares held at 5.00pm on 15 March 2002. As previously announced,
fractional entitlements to THUS ordinary shares have not been distributed but
have been sold for the benefit of ScottishPower (in the case of fractional
entitlements arising from the special dividend effecting the demerger) and THUS
(in the case of fractional entitlements arising from the conversion of THUS
participating preference shares into THUS ordinary shares). Accordingly, the
exact number of THUS ordinary shares that each individual ScottishPower
shareholder has received was determined following the deduction of the relevant
fractional entitlements. The impact of the deduction of fractional entitlements
is illustrated in note 1 to this announcement.
THUS share certificates are expected to be posted to ScottishPower shareholders
by 27 March 2002.
Shareholders who have elected to have their entitlement to THUS ordinary shares
sold on their behalf will receive 15p for each THUS ordinary share. Settlement
cheques will be posted by 27 March 2002.
- more -
-2-
Holders of ScottishPower ADSs have had their entitlement to THUS ordinary shares
sold on their behalf at 15p for each THUS ordinary share. JPMorgan Chase Bank,
as the depositary of the American Depositary Receipt programme, will convert
such funds and send U.S. dollar proceeds, net of transaction and other costs and
expenses, to the ADS holders entitled thereto. Settlement cheques will be posted
on 8/9 April 2002.
Enquiries:
HSBC Investment Bank plc
Peter Jones +44 (0)20 7336 9315
John Hannaford +44 (0)20 7336 2006
HSBC Investment Bank plc is acting exclusively for ScottishPower and no one else
in connection with the proposals described in this announcement and will not be
responsible to anyone other than ScottishPower for providing the protections
afforded to its clients or for providing advice in relation to such proposals or
the contents of this announcement.
Note for editors:
----------------
The impact of the deduction of fractional entitlements is illustrated below for
holders of exactly 100 and 1,000 ScottishPower shares respectively:
ScottishPower shares held 100 1,000
Demerger
THUS Ordinary shares received 49.97481096 499.7481096
After elimination of fractional entitlements 49 499
THUS Preference shares received 1.34942060 13.4942060
After elimination of fractional entitlements 1 13
Conversion of THUS preference shares to ordinary shares (if approved
at THUS EGM)
THUS Ordinary shares received (after conversion) 2.80346820 36.4450866
After elimination of fractional entitlements 2 36
Post Demerger and Conversion
Total THUS Ordinary shares received 51 535
* * *
ScottishPower's ADR, equivalent to four ordinary shares, trades on the New York
Stock Exchange under the symbol SPI. ScottishPower's ordinary shares trade on
the London Stock Exchange. Prices may be accessed on Bloomberg under the symbols
SPI and SPW LN, on the Reuter Equities 2000 Service under SPI.N and SPW.L and on
Quotron under SPWU.EU.
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