International Power Finance (Jersey) II Limited €230,000,000 3.25 per cent. Guaranteed convertible bonds due 2013
Convertible into 3.25 per cent. redeemable preference
shares of International Power Finance (Jersey) II Limited which are
immediately exchanged for ordinary shares of and unconditionally
guaranteed by INTERNATIONAL POWER PLC
Notice of adjustment to the Exchange Price
Adjustment Event
On 15 May 2007 International Power plc announced that on 26 June
2007 it would pay a cash Dividend of 7.9 pence per ordinary Share
to Shareholders on the register of members on the record date of 25
May 2007.
Adjustment of Exchange Price
Each €50,000 principal amount of a Bond is convertible into
one Preference Share with a paid-up value of €50,000. The
Preference Shares will be delivered to International Power plc
following the issue of such Preference Shares to the Bondholder, in
consideration for which International Power plc will deliver such
number of Shares as results from dividing the paid up value of each
Preference Share (translated into pounds sterling at the fixed
exchange rate of €1.4437 = £1) by the Exchange Price in
effect on the Conversion Date (rounded down to the nearest whole
number of Shares).
Clause 7 of the Preference Share Guarantee and Undertaking
requires an adjustment to be made to the Exchange Price in
accordance with the terms of the schedule thereto on the occurrence
of certain corporate events. As a result of the announcement by
International Power plc that it will pay a cash Dividend to the
Shareholders, an adjustment to the Exchange Price is required
pursuant to paragraph B(iii) of the schedule.
The current Exchange Price is 391 pence.
From and including 26 June 2007, being the date of payment of
the cash Dividend, the Exchange Price will be adjusted to 384
pence. All other Terms and Conditions of the Bonds remain
unchanged.
Conversion Agent
Deutsche Bank AG London
Effective Date of Exchange Price Adjustment
The adjustment to the Exchange Price will become effective on 26
June 2007.
Defined Terms
All words and terms that are capitalised herein shall have the
same meaning as set out in the Terms and Conditions of the
Bonds.