AES Commences Previously Announced Consent Solicitation With Respect to Outstanding Debt Securities.Business Editors ARLINGTON, Va.--(BUSINESS WIRE)--March 26, 2003 The AES Corporation (NYSE NYSE See: New York Stock Exchange :AES) announced today the launch of its consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with seeking to amend the definition of "Material Subsidiary" contained in certain of the events of default contained in its outstanding 8.375% Senior Notes, Series F, Due 2011, denominated in pounds sterling ("8.375% Senior Notes"), 8.00% Senior Notes, Series A, Due 2008 ("8.00% Senior Notes") and 4.50% Convertible Junior Subordinated Debentures Due 2005 ("4.50% Convertible Junior Subordinated Debentures"), in order to generally conform such provisions to those contained in its recently issued senior secured notes due 2005. The terms of the consent solicitation are as follows. AES is offering consent fees of $2.00 per GBP GBP In currencies, this is the abbreviation for the British Pound. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 1,000 principal amount of the 8.375% Senior Notes, $1.25 per $1,000 principal amount of the 8.00% Senior Notes and $1.25 per $1,000 principal amount of the 4.50% Convertible Junior Subordinated Debentures, to holders of record at the close of business on March 24, 2003 that validly provide their consent to the proposed amendment by the expiration time Expiration time The time of day by which all exercise notices must be received on the expiration date. Technically, the expiration time is currently 11:59AM on the expiration date, but public holders of option contracts must indicate their desire to exercise no later than 5:30PM on of 5:00 P.M., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on April 1, 2003, unless extended. AES' obligation to accept consents and pay a consent fee to consenting holders is subject to numerous conditions as set forth in the consent solicitation statement. No default or event of default currently exists under any of the 8.00% Senior Notes, the 8.375% Senior Notes or the 4.50% Convertible Junior Subordinated Debentures. On March 14, 2003, AES launched a similar consent solicitation with respect to its 8.75% Senior Notes, Series G, Due 2008, 9.50% Senior Notes, Series B, Due 2009, 9.375% Senior Notes, Series C, Due 2010, 8.875% Senior Notes, Series E, Due 2011, 7.375% Remarketable or Redeemable Securities Due 2013 (puttable in 2003), 8.375% Senior Subordinated Notes Due 2007, 10.25% Senior Subordinated Notes Due 2006, 8.50% Senior Subordinated Notes Due 2007 and 8.875% Senior Subordinated Notes Due 2027. No default or event of default currently exists under any of these debt securities. AES did not launch the consent solicitation for the 8.00% Senior Notes, the 8.375% Senior Notes or the 4.50% Convertible Junior Subordinated Debentures on March 14, 2003 because of its need to comply with certain notification and filing requirements under the Securities Exchange Act of 1934, as amended, and the listing requirements Listing requirements Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading. of the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. and the Luxembourg Stock Exchange The Luxembourg Stock Exchange (French: Bourse de Luxembourg) is a stock exchange based in Luxembourg City, in southern Luxembourg. . Holders of the 8.00% Senior Notes, the 8.375% Senior Notes or the 4.50% Convertible Junior Subordinated Debentures are urged to read the consent solicitation statement when it becomes available because it contains important information. Holders can obtain a copy of the consent solicitation statement and the consent form, free of charge, from AES. In addition, holders of 4.50% Convertible Junior Subordinated Debentures can access the consent solicitation statement and the consent form, which are publicly available, free of charge, from the Securities and Exchange Commission's website at www.sec.gov. Such consent solicitation statement and consent form will be distributed to such holders on or promptly after the date of this notice. Salomon Smith Barney is acting as the sole solicitation agent for the consent solicitations. Questions concerning the terms of this solicitation or requests for additional copies of the consent solicitation statement, the consent form or other related documents should be directed to the Liability Management Group at Salomon Smith Barney on 212/723-6106 or 800/558-3745 (toll free). Requests for assistance in completing the consent form may be directed to the Tabulation tab·u·late tr.v. tab·u·lat·ed, tab·u·lat·ing, tab·u·lates 1. To arrange in tabular form; condense and list. 2. To cut or form with a plane surface. adj. Having a plane surface. and Information Agent, Mellon Investor Services LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , at 917/320-6282 or 866/892-5621 (toll free). Deutsche Bank Luxembourg SA will act as the Luxembourg Agent with regards to the 8.375% Senior Notes. Copies of the consent solicitation statement, the consent form and other related documents will also be available in Luxembourg at the office of Deutsche Bank Luxembourg SA at 2 Boulevard Konrad Adenauer, L-1115 Luxembourg, phone: (+352) 421-22-639, fax: (+352) 47-31-36. Holders of the 8.375% Senior Notes may also request information from Deutsche Bank Luxembourg SA at this address. Questions should be directed to Ms. Michele Penning either by email (michele.penning@db.com) or to the phone number cited above. The identification number for the 8.375% Senior Notes is as follows - ISIN Isin (ĭs`ĭn), capital of an ancient Semitic kingdom of N Babylonia. The city became important after the third dynasty of Ur fell to the Elamites and the Amorites (c.2025 B.C.). The phase from c.2025–c.1763 B.C. : XS0125168780. The identification numbers for the 8.00% Senior Notes are as follows - CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. : 00130HAP HAP. An old word which signifies to catch; as, "to hap the rent," to hap the deed poll." Techn. Dict. h.t. 0 and ISIN: US00130HAP01. The identification numbers for the 4.50% Convertible Junior Subordinated Debentures are as follows - CUSIP: 00130HAN5 and ISIN: US00130HAN5. Under no circumstances should any holder tender or deliver any Notes to AES, the trustee, the solicitation agent, the Tabulation and Information Agent or the Luxembourg Agent at any time. This press release is for information purposes only and is not being made in any jurisdiction in which the making of this announcement would violate the laws of such jurisdiction. "Safe Harbor" Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: This news release may contain "forward-looking statements" regarding The AES Corporation's business. These statements are not historical facts, but statements that involve risks and uncertainties. Actual results could differ materially from those projected in these forward-looking statements. For a discussion of such risks and uncertainties, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year. AES is a leading global power company comprised of contract generation, competitive supply, large utilities and growth distribution businesses. The company's generating assets include interests in 160 facilities totaling over 55 gigawatts of capacity, in 30 countries. AES's electricity distribution network sells 108,000 gigawatt gig·a·watt n. Abbr. GW One billion (109) watts. hours per year to over 16 million end-use customers. For more general information visit our web site at www.aes.com or contact investor relations at investing@aes.com. |
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