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June 11, 2001

Power Shakeup in United Kingdom:=20
American Companies Divest as the Brits Expand in the United States=20

By Will McNamara
Director, Electric Industry Analysis=20

[IMAGE]British-based electricity generator International Power announced th=
at=20
it is buying a 1,000-MW coal-fired station in central England from TXU Euro=
pe=20
for 200 million pounds ($277 million) as part of its expansion in Britain.=
=20
International Power, which spun off last year from privatised British utili=
ty=20
National Power, said it expected the 1,000-MW Rugeley Power Station near=20
Birmingham to increase earnings and generate cash in the first year of=20
operation. The Rugeley deal includes a tolling contract until the end of 20=
05=20
under which TXU Europe, part of TXU Corp. (NYSE: TXU) will provide coal for=
=20
the plan and purchase its output.=20

Analysis: TXU's sale of its Rugeley plant is part of the company's European=
=20
strategy to expand trading operations and focus on the retail business acro=
ss=20
the Continent. Divesting the coal-fired plant in central England, while sti=
ll=20
remaining involved in a tolling agreement with the plant's new owner,=20
strengthens the balance sheet of parent company TXU Corp. and streamlines t=
he=20
company's European operations so that it can become more focused on=20
profitable ventures such as trading. However, it is also important to take=
=20
TXU's sale of its U.K.-based power plant in the context of several other=20
transactions that are brewing in Britain, all of which forecast a major=20
shakeup in the country's power playing field. Further, while American=20
companies based in the United Kingdom reevaluate and divest their holdings =
in=20
Britain, U.K.-based companies continue an aggressive (and profitable)=20
expansion into the U.S. market.=20

Clearly, International Power is a British company that is more squarely=20
focused on the traditional generation market than TXU Europe. For instance,=
=20
International Power&#151which also has interests in Australia, southeast=20
Asia, the United States, and across continental Europe=0F-a worldwide gener=
ation=20
capacity of about 8,350 MW. Thus, acquiring additional generating assets in=
=20
its home country makes sense for International Power, which by the way has=
=20
outperformed its London-listed electricity company peers by more than 20=20
percent so far this year. =20

In contrast, divesting the Rugeley assets seems to be a strategic move for=
=20
TXU, which has been in the process of divesting other European assets over=
=20
the last six months. In February 2001, TXU Europe announced the sale of its=
=20
North Sea assets, which was the first indication that the company was movin=
g=20
away from a hard-asset strategy across the Continent. The company had bough=
t=20
stakes in several North Sea gas fields as part of its expansion into=20
Britain's energy business. However, the divestiture of these assets was=20
initiated out of TXU Europe's desire to concentrate more exclusively on=20
trading operations in Europe. Consort Resources, a U.K. start-up company th=
at=20
also operates in the North Sea, has agreed to acquire TXU Europe's upstream=
=20
gas business located in the region for $201 million. =20

In addition to divesting its North Sea gas business, TXU Europe also=20
announced in February of this year that it is seeking to sell its 20-percen=
t=20
stake in Spain's Hidroelectrica del Cantabrico. Following the planned=20
divestitures, TXU Europe's primary business model will remain focused on=20
energy trading. This is understandable, as the company has quickly become o=
ne=20
of the major forces in the trading market since a number of European=20
countries have opened their electric and gas markets to competition (upon t=
he=20
directive of the European union). In fact, TXU Corp. reported a 75-percent=
=20
jump in revenue for 1Q 2001, which it attributed in large part to its energ=
y=20
trading business both in the United States and the United Kingdom, where=20
revenue more than doubled.=20

However, as noted, in addition to furthering TXU's own European strategy, t=
he=20
divestiture of the Rugeley plants is also part of an emerging game of music=
al=20
chairs in the U.K. power market. In addition to a change in business model,=
=20
many American companies may be looking to sell their U.K. power assets in=
=20
response to Britain's intense regulatory scrutiny of energy profits and the=
=20
application of the country's windfall profit tax. In other words, companies=
=20
such as TXU may find that any value in holding onto U.K. assets may be=20
overshadowed by taxes enforced by the British government. =20

In any case, TXU is not the only American energy company looking to divest=
=20
U.K. assets. For instance, ScottishPower, the Glasgow, Scotland-based utili=
ty=20
that owns PacifiCorp in the United States, is reportedly holding talks with=
=20
Entergy Corp. about purchasing Entergy's two U.K. gas-fired generation=20
assets, Damhead Creek and Saltend. According to some financial analysts, th=
e=20
two plants, which have a combined capacity of about 2,000 MW, could earn=20
Entergy as much as $1.9 billion (a figure that seems awfully high). Similar=
=20
to TXU, Entergy is looking to divest the U.K. generating assets to support=
=20
its thriving wholesale trading business. As a sidenote, the possible sale o=
f=20
Entergy's U.K. generating assets was cited as one of the factors that=20
contributed to the company's failed merger with FPL Group earlier this year=
. =20

Just like International Power, it would make sense for ScottishPower to=20
increase its asset base in the United Kingdom. The company has reportedly=
=20
increased its retail supply business in England and needs to hedge the cost=
=20
of selling power in the country. In addition to possible interest in=20
Entergy's U.K.-based gas plants, it has also been reported that=20
ScottishPower, along with potential partner Southern Energy (not to be=20
confused with Mirant Corp., which was formerly known as Southern Energy) ar=
e=20
also interested in Seeboard, a regional U.K. electricity company currently=
=20
owned by American Electric Power (AEP). =20

Moreover, this growing interest in Seeboard also represents another critica=
l=20
component of the U.K. power shakeup. Seeboard serves around two million=20
connected customers in England (in the towns of Kent, Sussex and Surrey).=
=20
Under its brand name of Seeboard Energy, which combines electricity from=20
Seeboard and gas from Beacon Gas (a joint venture with BP Amoco), the compa=
ny=20
sells dual fuel to customers throughout the United Kingdom. Seeboard owns,=
=20
operates and maintains an electricity network of over 45,000 km (28,000=20
miles) of overhead lines and underground cables and, along with consortium=
=20
partners, also manages and operates the electricity distribution system=20
serving the London Underground. Again, AEP (as Seeboard's current owner) is=
=20
looking to divest the company in order to focus on European power generatio=
n,=20
marketing and trading.=20

Up until a few weeks ago, it appeared that Electricite de France (EDF) was=
=20
the leading contender to acquire Seeboard. Having previously purchased Lond=
on=20
Electricity, one of 12 regional electricity companies in England and Wales=
=20
and a supplier to approximately two million customers in metro London, it w=
as=20
a smart move for EDF to further expand its base in the United Kingdom with=
=20
additional acquisitions. Through its London Electricity subsidiary, EDF mad=
e=20
a 1.5-billion pound ($2.07 billion) offer for Seeboard, which AEP rejected.=
=20

However, as recently as last week, it was still up in the air what will=20
become of the Seeboard assets. The last word is that London Electricity=20
continues to negotiate with AEP, but the American company reportedly faces =
a=20
multi-million-dollar tax bill if it sells the U.K. assets before June 2002.=
=20
According to a report in Reuters, AEP now claims that it will proceed with=
=20
the sale only if EDF assumes the tax bill associated with the sale of=20
Seeboard. =20

As noted, while American companies continue to reevaluate and divest their=
=20
U.K. electricity assets, British companies are taking full advantage of=20
deregulation and power supply concerns in the United States. I already=20
mentioned the fact that ScottishPower is looking to expand beyond its=20
ownership of PacifiCorp with further acquisitions of American energy=20
companies (Portland General has been named as a strong possibility). =20

In addition, U.K.-based National Grid aims to become the premier transmissi=
on=20
operator in the United States. Toward that end, National Grid has been=20
aggressively acquiring U.S. companies that are consistent with its emphasis=
=20
on the transmission and distribution business. For instance, National Grid =
is=20
currently in the process of acquiring Niagara Mohawk Holdings, Inc. (NYSE:=
=20
NMK), an upstate New York energy services company. Niagara Mohawk is the=20
third acquisition that National Grid has made in the United States, and all=
=20
three purchases have been of utilities based in the Northeastern part of th=
e=20
country. In 2000, National Grid purchased New England Electric System (NEES=
)=20
and Eastern Utilities Associates (EUA), which provided National Grid with=
=20
strong transmission and distribution assets in Massachusetts, Rhode Island=
=20
and New Hampshire.=20

Of course, the U.K. company Powergen completed its acquisition of Louisvill=
e,=20
Ky.-based LGOlast December, which has helped the British company to establi=
sh=20
a presence in the Midwest market. Powergen has acknowledged that it continu=
es=20
to look for additional U.S. companies to acquire.=20

Further, the Bush administration's plan that calls for new energy productio=
n=20
efforts has opened up new windows of opportunity for British companies to=
=20
further expand in the United States. In addition to any acquisitions that i=
t=20
might make in this country, ScottishPower also reportedly plans to construc=
t=20
new 1,000-MW power generators in three U.S. states. Also, British Energy, a=
=20
U.K.-based nuclear power supplier, hopes to capitalize on plans to increase=
=20
nuclear power in the United States with the sponsorship of new nuclear plan=
ts=20
(taking advantage of President Bush's call for tax subsidies for nuke=20
plants). Note also that British Energy formed a partnership with PECO Energ=
y=20
(creating AmerGen) that is in the business of purchasing power plants. In=
=20
addition, given ongoing concerns about natural-gas supply in the United=20
States, British gas companies such as BG Group, British Petroleum and Shell=
=20
are reportedly looking into the construction of gas-fired plants in this=20
country. All of this makes for a very interesting dichotomy as American=20
companies continue to divest their power assets in the United Kingdom while=
=20
British companies acquire further holdings in this country. =20

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