EXHIBIT 99.1
Recent Developments
Since November 12, 2002, the
following events have occurred:
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On November 14, 2002, TXU Europe Energy Trading Limited (TXU Energy) was
required to pay AES Drax Power Limited (AES Drax Power) £49,323,680 (including VAT)
for power purchased in October 2002 (the October Payment) under the Hedging
Contract. TXU Energy failed to make such payment despite having provided certain
assurances that payment would be made on time. |
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As disclosed on November 12, 2002, AES Drax Power had been and was continuing discussions
with TXU Energy and TXU Europe Group plc (TXU Europe), the guarantor under the Hedging
Contract, regarding settlement of a termination sum due under the Hedging Contract as well
as amounts owing for power already consumed by TXU Energy for October and November 2002.
AES Drax Powers willingness to continue these discussions was dependent on receiving
the October Payment on time. |
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On Friday November 15, 2002, TXU Energy sought an order from the court to restrain AES
Drax Power from presenting a petition to the court for its winding up. A hearing was
scheduled to hear the merits for seeking such a restraining order. However, since an order
for administration was made in respect of TXU Energy and TXU Europe on November 19, 2002,
AES Drax Power and TXU Energy have agreed not to proceed with such hearing since no
creditor may present a winding up petition against an English company which is in
administration. |
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During the weekend of November 16 and 17, 2002, TXU Energy, TXU Europe and AES Drax Power
continued their discussions regarding payment of a termination sum as well as payment for
power consumed in October and November 2002. By the afternoon of Sunday November 17, 2002
a tentative agreement was reached pursuant to which TXU Energy would pay AES Drax Power an
aggregate of £290 million (plus VAT) as a termination sum and for power consumed in
October and for November, with delivery of power through November 22, 2002 and then
termination of the Hedging Contract. |
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This tentative agreement was rejected by the Board of Directors of TXU Energy in the early
morning of November 18, 2002, with TXU Energy significantly reducing the amount it was
prepared to pay by £30 million, which offer was immediately rejected by AES Drax
Power. Throughout the negotiations, TXU Energy was informed that if agreement could not be |
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reached,
AES Drax Power would consider exercising its right to terminate the Hedging Contract. |
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Although there were further discussions during the morning of November 18, 2002 and AES
Drax Power made numerous attempts to obtain a written proposal from TXU Energy stipulating
an amount it was prepared to pay as a settlement sum and for power consumed in October and
November 2002, no offer capable of acceptance by AES Drax Power was received and no
agreement as to settlement was reached. AES Drax Power then delivered to TXU Energy a
notice of termination of the Hedging Contract in accordance with the terms of the Hedging
Contract. As previously disclosed, AES Drax Power had the right to terminate as of
November 4, 2002, due to the failure by TXU Energy to post a required letter of credit. |
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The termination notice makes the following demands (but without prejudice to any other
rights or remedies which AES Drax Power may have) of TXU Energy: |
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payment
of Capacity Damages in the amount of £266,482,876 plus VAT |
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payment
of £49,323,679.86 (including VAT) for power consumed in October
2002 |
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payment
of approximately £35,117,729 (including VAT) for power consumed
from November 1, 2002 to the termination time (4:00 p.m. (London
time)) on November 18, 2002; and |
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withdrawal of all calls for power subsequent to the termination time to permit AES Drax
Power to begin selling power in the market. |
In addition to the notice of
termination delivered to TXU Energy, AES Drax Power also delivered a demand for payment to
TXU Europe, as guarantor under the Hedging Contract, for payment of all amounts then due
under the Hedging Contract. In accordance with the terms of the guarantee, payment is
required to be made within three business days of delivery of the demand for payment.
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The termination of the Hedging Contract is an event which will become an event of default
under the AES Drax Holdings Senior Bonds unless AES Drax Holdings can obtain a ratings
affirmation from all three ratings agencies within 30 days of November 18, 2002. There is
no assurance |
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that
AES Drax Holdings will be able to obtain the requisite ratings affirmation. In accordance
with the AES Intercreditor Agreement, although an event of default under the Indenture for
the Senior Bonds may occur on December 18, 2002, unless the Eurobonds (which were financed
by a syndicate of banks (the Senior Lenders)) were to be accelerated, the
Senior Bond holders will not be able to accelerate payment of the Senior Bonds until 90
days following the event of default. |
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Absent ratings affirmations, the termination of the Hedging Contract may be an immediate
event of default under the Drax Energy High Yield Notes. Although the High Yield
Noteholders may be able to accelerate payment of the Notes immediately, pursuant to
intercreditor arrangements the high yield noteholders have no enforcements rights until
179 days following such acceleration. |
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AES Drax believes that there will be adequate cash flow to satisfy AES Drax Powers
operational needs through December 31, 2002. In addition, the Debt Service Reserve Fund
for payments on the Eurobonds and Senior Bonds is fully funded although it may be
necessary to obtain certain waivers to permit such funds to be used to make interest and
principal payments due on December 30, 2002. |
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AES Drax Holdings intends to seek certain waivers and consents from its Senior Lenders and
the Senior Bond holders to permit AES Drax Power to access cash to facilitate its
liquidity needs and permit payments at year-end. |
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Forward Looking
Statements
Certain
statements included in this report are forward-looking statements as that term is defined
in the Private Securities Litigation Reform Act of 1995. These forward-looking statements
speak only as of the date hereof. Forward looking statements can be identified by the use
of forward-looking terminology such as believe, expects,
may, intends, will, should, or
anticipates, or the negative forms of other variations of these terms of
comparable terminology, or by discussions of strategy. Future results covered by the
forward-looking statements may not be achieved. Forward looking statements are subject to
risks, uncertainties and other factors, which could cause actual results to differ
materially from future results expressed or implied by such forward-looking statements.
Under
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we
have identified some of these risks, uncertainties and other important factors in this
report and you should also review Item 1. Key Information Risk Factors
in the Annual Report on Form 20-F filed by each of AES Drax Energy and AES Drax Holdings Limited
for the year ended December 31, 2001, which are hereby incorporated by reference herein.
You
should also consider, among others, the following important factors:
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general
economic and business conditions in the UK; |
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changes in governmental regulations affecting the Drax Power Station and the UK electric
power industry generally, including the impact of the New Electricity Trading Arrangements
(NETA) that were implemented on March 27, 2001 on the market for electricity
in the UK; |
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power
prices and resource availability and pricing; |
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general
industry trends; |
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changes
to the competitive environment; |
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changes in business strategy, development plans or vendor relationships, in the market for
power in the UK and that AES Drax Powers principal hedging arrangement relating to power sales has
been terminated and it will now be operating as a fully merchant plant; |
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availability,
terms and development of capital; |
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interest
rate volatility; |
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changes
in currency exchange rates, inflation rates and conditions in financial
markets; and |
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availability
of qualified personnel. |
These forward-looking statements
speak only as of the date of this report. We do not intend to publicly update or revise
these forward-looking statements to reflect events or circumstances after the date of this
report, and we do not assume any responsibility to do so.
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