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 April
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 April 19, 2007, of Scheme of arrangement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM AUSTRALIA, CANADA OR JAPAN
19 April 2007
SCOTTISH POWER PLC - SANCTION OF THE SCHEME OF ARRANGEMENT BY THE COURT OF SESSION, EDINBURGH, SCOTLAND AND ANNOUNCEMENT OF SPECIAL
DIVIDEND PAYMENT DATE
Sanction of the Scheme of Arrangement
The Board of Scottish Power plc ("ScottishPower") announces that the Court of Session, Edinburgh, Scotland (the "Court") today
approved the reorganisation of capital comprised within the Scheme of Arrangement (the "Scheme") to effect the offer by Iberdrola,
S.A. ("Iberdrola") for ScottishPower. The Scheme and its implementation were approved by ScottishPower's shareholders on 30 March
2007 at the Court Meeting and the ScottishPower EGM. Following such sanction by the Court, options in respect of 4,088,767 ordinary
shares have been exercised and such shares have been issued or transferred today.
To effect the reorganisation of capital comprised within the Scheme and the elections under the Mix and Match Facility and the Loan
Note Alternative, the ordinary shares held by the Scheme Shareholders will be reclassified into A1 Shares of 42/2,907 pence each, A2
Shares of 42/2,907 pence each and A3 Shares of 42/2,907 pence each (the "Share Reclassification") and such shares will be then be
cancelled and New ScottishPower Shares reissued to Iberdrola (the "Share Capital Reduction"). The Share Capital Reduction will take
effect following a second hearing of the Court which is anticipated will be held on 23 April 2007 and upon the delivery of the
certified copy of the Court Order sanctioning the Share Capital Reduction (the "Court Order") and a certified copy of the minute of
the Reduction of Capital to the Registrar of Companies (which is expected to take place by 5.00 p.m. on 23 April 2007).
In order to ensure an orderly Share Reclassification and Capital Reduction, the register of members of ScottishPower's ordinary
shares will be closed with effect from tonight, 19 April 2007.
It is expected that the Financial Services Authority will cancel the listing of ScottishPower's ordinary shares on the Official List
with effect from commencement of business on 24 April 2007, and the London Stock Exchange will suspend the trading, of
ScottishPower's ordinary shares at 7.30 a.m. on 20 April 2007. It is also expected that the New York Stock Exchange will suspend the
listing and the trading of ScottishPower's ADSs effective from 4.00 p.m. in New York on 23 April 2007, subject to the Scheme becoming
effective.
The Offer remains conditional upon the confirmation of the Share Capital Reduction comprised within the Scheme by the Court and a
certified copy of the Court Order and the minute of the Capital Reduction being delivered to, and registered by, the Registrar of
Companies (which is expected to take place by 5.00 p.m. on 23 April 2007).
Payment of Special Dividend
ScottishPower's Special Dividend of 12 pence per ScottishPower Share ($0.9659 per ScottishPower ADS (based on an exchange rate of
£1:US$2.01231)) will 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. ScottishPower ADS Holders who
are on the register of ADS Holders maintained by ScottishPower's ADS Depositary at 4.00 p.m. (New York time) on the day the Scheme
becomes effective, expected to be 23 April 2007, will receive the Special Dividend.
Expressions used in this announcement have the same meaning as in the Scheme Document to ScottishPower Shareholders dated 26 February
2007.
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
END
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: April 19, 2007 |
By: |
/s/ Mrs Sheelagh Duffield | ||
| Mrs Sheelagh Duffield | ||||
| Company Secretary | ||||