SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March
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. Notification by Scottish Power plc, dated March 30, 2007, of Result of EGM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM AUSTRALIA, CANADA OR JAPAN
30 March 2007
SCOTTISH POWER PLC
SHAREHOLDER APPROVAL OF RECOMMENDED OFFER BY IBERDROLA, S.A., INFORMATION ON
DELIVERY OF CONSIDERATION TO ADS HOLDERS, ANNOUNCEMENT OF PRELIMINARY RESULTS
Results of the Court Meeting and ScottishPower EGM
Scottish Power plc ("ScottishPower") announces that at the Court Meeting and the
ScottishPower EGM held earlier today to approve the recommended offer
(the "Offer") for ScottishPower by Iberdrola, S.A. ("Iberdrola"), to be effected by
way of a scheme of arrangement pursuant to section 425 of the Companies Act 1985
(the "Scheme"), both of the resolutions proposed received the overwhelming
support of shareholders.
At the Court Meeting, a majority in number of ScottishPower shareholders who
voted (either by person or by proxy), representing over 75% by value of the
votes cast, voted in favour of the resolution to approve the Scheme. The
resolution was accordingly passed. At the ScottishPower EGM, the resolution to
approve the Scheme and provide for its implementation was also passed by the
requisite majority.
The voting of those members who cast votes either in person or by proxy at the
Court Meeting is summarised below:
Description of Votes % Votes Votes % Votes Total Votes Votes
Resolution For For Against Against Cast Withheld
To approve the Scheme 577,361,223 97.66% 13,841,712 2.34% 591,202,935 3,119,880
The voting of those members who cast votes either in person or by proxy at the
ScottishPower EGM is summarised below:
Description of Votes % Votes Votes % Votes Total Votes Votes
Resolution For For Against Against Cast Withheld
Special Resolution to 552,083,791 97.63% 13,417,881 2.37% 565,501,672 3,504,136
approve the Scheme and
provide for its
implementation
Copies of the resolutions passed at the Court Meeting and ScottishPower EGM have
been submitted to the Financial Services Authority ("FSA") and will shortly be
available for inspection by the public at the FSA's Document Viewing Facility
which is situated at: Document Disclosure Team, UK Listing Authority, The
Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14
5HS (tel. +44 (0)20 7066 8333) from 9.00 a.m. to 5.30 p.m. on every weekday
except bank holidays.
Conditions to the Offer
Completion of the Offer remains subject to the satisfaction or, if permitted,
waiver of the conditions to the Offer as set out in the scheme document dated 26
February 2007 and sent to ScottishPower shareholders, including, inter alia, the
sanction of the Scheme by the Court of Session, Edinburgh, Scotland.
Key Dates(1)
The Court hearings to sanction the Scheme and to confirm the reduction of
ScottishPower's share capital are expected to take place on 19 April 2007 and 23
April 2007 respectively. Subject to the satisfaction of the conditions to the
Offer, the Effective Date of the Scheme is expected to be 23 April 2007.
Listing and dealings in ScottishPower ADSs on the New York Stock Exchange are
expected to be suspended as of close of business on 4 April 2007.
Listing and dealings in ScottishPower Shares on the London Stock Exchange are
expected to be suspended and ScottishPower Shares are expected to cease to
settle in CREST as of close of business (London time) on 19 April 2007.
Settlement of New Iberdrola Shares to be issued through Iberclear is to occur as
soon as reasonably practicable after the Effective Date, with dealings for
normal settlement in New Iberdrola Shares on the market of Bolsas de Valores
expected to commence on 25 April 2007, and settlement of Iberdrola CDIs is to
occur shortly thereafter.
ScottishPower's Special Dividend of 12 pence is expected to be paid on 27 April
2007 to those ScottishPower Shareholders who are on ScottishPower's register of
members at 9.00 a.m. (London time) on the day after the Court sanctions the
Scheme, expected to be 20 April 2007.
Delivery of consideration to ScottishPower ADS Holders - change to delivery
process
The Depositary has confirmed that registered ScottishPower ADS Holders who hold
their ScottishPower ADSs through the Direct Registration System of DTC will
receive the basic consideration automatically following the effectiveness of the
Scheme. Such holders therefore do NOT need to complete and return a Letter of
Transmittal and Form of Election in order to receive the basic consideration, as
previously indicated in the Scheme Document. However, registered ScottishPower
ADS Holders who hold their ScottishPower ADSs in certificated form DO need to
complete and return a Letter of Transmittal and Form of Election (including all
ScottishPower ADS certificates) in order to receive the basic consideration.
Announcement of preliminary results
ScottishPower also announces that it will publish its preliminary results for
the 12 months to 31 March 2007 on or after 19 June 2007. A further announcement
will be made following completion of the Offer.
Terms not otherwise defined in this announcement shall have the same meanings as
set out in the scheme document dated 26 February 2007.
END
For further information:
Scottish Power plc
Investor Relations: Peter Durman +44 (0) 141 636 4527
Media Relations: Colin McSeveny +44 (0) 141 636 4515
Cardew Group (PR adviser to Scottish Power plc)
Anthony Cardew +44 (0) 20 7930 0777
Rupert Pittman +44 (0) 20 7930 0777
--------------------------
(1) These times and dates are indicative only and will depend, among
other things, on the date on which the conditions to the Offer are either
satisfied or waived. Furthermore, these times and dates may change depending on
the dates on which the Court sanctions the Scheme and confirms the reduction of
ScottishPower's share capital.
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 30, 2007 |
By: |
/s/ Mrs Sheelagh Duffield | ||
| Mrs Sheelagh Duffield | ||||
| Company Secretary | ||||