Exhibit (d)(1)
RWE AG
Xxxxxxxxxx 0
X - 00000 Xxxxx
Xxxxxxx
Strictly private and confidential
Innogy Holdings plc
Windmill Hill Business Park
Swindon
Wiltshire
SN5 6PB
For the attention of: Xxxxx Xxxxx
21st March 2002
Dear Sirs,
Proposed recommended cash offer for Innogy Holdings plc ("Innogy") to be made by
Xxxxxxx Xxxxx (outside the US) on behalf of a subsidiary of RWE AG ("RWE") (the
"Offer")
This letter agreement sets out the circumstances in and terms on which Innogy
and RWE have agreed to pay to the other a fee in connection with the Offer.
1 Innogy agrees to pay to RWE an inducement fee of (pound)20 million if the
Offer lapses or is withdrawn following a competing offer being announced,
and such competing offer becomes or is declared unconditional in all
respects.
2 Subject to Clause 3 below, RWE agrees to pay to Innogy an inducement fee of
(pound)20m if the Offer does not become or is not declared unconditional in
all respects as a result of condition (b), (c), (d) or (e) in Appendix 1 of
our joint press release to be dated 22 March 2002 not being satisfied
because of a relevant action. For this purpose a "relevant action" is the
acquisition by RWE or a subsidiary of RWE (RWE Group) of electricity or gas
related assets in the EU or the US, the entry by the RWE Group into a
contract to make such an acquisition, after the date of this letter or a
failure by RWE to either submit the relevant regulatory filings or use all
reasonable endeavours to satisfy such conditions.
3 RWE's obligation under Clause 2 above shall not apply if a higher competing
offer has been announced for Innogy which constitutes an offer within the
meaning of the City Code.
4 This letter agreement shall be legally binding and shall be governed by and
construed in accordance with the laws of England.
Yours sincerely
Xx. XXXXXXX XXXXX Dr. XXXXXXX XXXXX
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for and on behalf of RWE AG
Agreed and accepted
XXXX XXXXXX
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for and on behalf of Innogy Holdings plc
Date 22nd March, 2002
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