Acquisition and Placing

Rurelec PLC 06 July 2005 6 July 2005 Rurelec PLC ('Rurelec' or the 'Company') Placing of 8,750,000 Ordinary Shares at 40 pence per share Acquisition of 50% interest in Patagonia Energy Limited Re-admission to trading on AIM Rurelec PLC, the British company established to develop rural electrification projects in Latin America has entered into an agreement to purchase for cash a 50 per cent. interest in Patagonia Energy, a company incorporated in the British Virgin Islands, from Basic. Patagonia Energy wholly owns directly (and indirectly through Electrica) EDS, which owns and operates a generating plant supplying electricity in the isolated electricity system of Southern Patagonia, Argentina. The generating plant was built in 1995 and comprises two General Electric MS6001B gas turbines in open cycle, capable of generating up to 77MW. The consideration of US $6 million in cash is payable in two or more tranches depending on the profitability of EDS. The first tranche is fixed at US$4.5 million and is due upon Admission. The timing of subsequent payments of a further US$1.5 million will vary according to the future profits of EDS. As a result Rurelec and Basic will be joint venture partners in Patagonia Energy. The Company is proposing to raise approximately £3,500,000, before expenses, through the issue of 8,750,000 Placing Shares, to institutional and other investors, at a price of 40 pence per Placing Share to finance the Acquisition. The Placing Shares will represent approximately 41.0 per cent. of the Enlarged Share Capital. At the Placing Price, the Company's market capitalisation on Admission will be £8,540,000. Owing to its size, the transaction constitutes a 'reverse takeover' for the purpose of the AIM Rules and is conditional on shareholder approval. A circular comprising an admission document under the AIM rules will be sent to Shareholders today. This will include a Notice of an Extraordinary General Meeting of the Company to be held on 29 July 2005, together with a form of Proxy. Enquiries: Peter Earl 020 7793 7676 Rurelec PLC Paul Shackleton Daniel Stewart & Co. plc 020 7374 6789 Christian Dennis Hichens Harrison & Co. plc 020 7588 5171 Daniel Stewart & Co. plc, which is regulated by the Financial Services Authority, is acting as nominated adviser to the Company. It will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part this announcement. The responsibilities of Daniel Stewart & Co. plc as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or any Director or Shareholder or to any other person, in respect of any decision to acquire Ordinary Shares in reliance on any part of this announcement or otherwise. Daniel Stewart & Co. plc is not making any representation or warranty, express or implied, as to the contents of this announcement. Hichens, Harrison & Co. plc, which is regulated by the Financial Services Authority, is acting as broker to the Company. It will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this announcement. The responsibilities of Hichens, Harrison & Co. plc as the Company's broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or any Director or Shareholder or to any other person, in respect of any decision to acquire Ordinary Shares in reliance on any part of this announcement or otherwise. Hichens, Harrison & Co. plc is not making any representation or warranty, express or implied, as to the contents of this announcement. Background information on Rurelec Rurelec was established specifically to develop rural electrification projects and isolated generation projects in Latin America and was admitted to trading on AIM on 18 August 2004. Rurelec's management team has experience in developing international power projects and specifically in the electricity sector in Latin America. Acquisition of ESA Following flotation, Rurelec embarked on a programme of acquisitions of power plant equipment, the first of which was the purchase of ESA from Guaracachi in October 2004. The consideration for the transaction was US$550,000 in cash. ESA is the owner of two 3 MW Worthington dual fuel motors. These are small machines which are suitable for rural generation. It is planned to redeploy them to Trinidad in Central Bolivia to supply electricity to the local isolated electricity system. These machines have been overhauled, dismantled and prepared for installation in Trinidad utilising gas condensate. Acquisition of 9 Jenbachers In January 2005 Rurelec announced that it had acquired for cash nine Jenbacher engines, each with a gross generation capacity of 2 MW, for a total of £1 million. Simultaneously, the Company sold six of these engines for the sum of £1 million which left Rurelec with the three remaining Jenbachers, and gross profit on the transaction of £333,000. The remaining three Jenbachers are intended to be installed in Yacuiba, Southern Bolivia, where gas supplies are available and shortages of power exist. Negotiations leading to the deployment of these machines are ongoing. Background information on Patagonia Energy The proposed Acquisition Subject to the passing of the proposed EGM Resolutions, Rurelec will acquire 50 per cent. of the issued share capital of Patagonia Energy for consideration of up to US $6 million in cash from Basic. The consideration is payable in two or more tranches depending on the profitability of EDS. The first tranche is fixed at US$4.5 million and is due upon Admission. The timing of subsequent payments of up to a further US$1.5 million will vary according to the future profits of EDS. As a result Rurelec and Basic will be joint venture partners in Patagonia Energy. As at 30 April 2005 Patagonia Energy had net assets of US$ 61,000 and in the period from incorporation on 22 October 2004 to 30 April 2005 it reported a net operating loss of US$ 61,000. Financial information relating to Patagonia Energy and its subsidiaries is set out in the Admission document. The Patagonia Shareholders' Agreement determines how Patagonia Energy will be managed. Neither party will have control of Patagonia Energy. Both partners are able to appoint two directors to the board of Patagonia Energy and subsidiaries: Basic will retain the roles of Chairman and CEO of Patagonia Energy, and Rurelec will appoint the Deputy Chairman and the Finance Director. Patagonia Energy directly (and indirectly through Electrica) wholly owns EDS, a generating company located in Comodoro Rivadavia, whose only asset is Central Termica Patagonia, a gas-fired power plant efficiently located near the centre of the isolated electricity system in southern Patagonia. Electrica is a non trading intermediate holding company, which directly owns 60 per cent. of EDS. Patagonia Energy is currently owned by Basic, a Bahamian company with electricity interests in the Dominican Republic. Patagonia Energy acquired EDS and Electrica in October 2004 from Xcel Energy, a large United States electricity utility. EDS The generating plant was built in 1995 and comprises two General Electric MS60001B gas turbines in open cycle, capable of generating up to 77MW. On acquisition in October 2004 by Basic the generators were not operating having been taken offline and mothballed on 15 June 2002 and 4 January 2003 respectively. Patagonia Energy started recommissioning the units in November 2004 and both units are now in full service, dispatching into the MEMSP. EDS has a forward contract of supply to sell 35MW of electricity to a distribution company, Sociedad Cooperativa Popular Limitada de Comodoro Rivadavia. The contract is renewable annually, the first anniversary falling on 1 May 2006. EDS sells the remainder of its output at the spot price into the MEMSP. Gas is supplied to the plant under a contract with Camuzzi expiring on 30 September 2006, through a pipeline, which is also operated by Camuzzi. The cost of gas is billed to EDS in Argentine Pesos and the price is regulated by Ente Nacional Regulador del Gas (ENARGAS), the gas regulator. The gas industry in Argentina is in the process of reorganisation, splitting the activities of supply and distribution/transmission and this may lead to an increase in gas prices. EDS is obliged to seek an alternative gas supplier with effect from 1 October 2006. However, a new contract with Pan-American Energy, an Argentine subsidiary of BP plc, for the supply of gas is under negotiation and the Directors do not anticipate difficulties in finding new gas suppliers as Patagonia is an area rich in gas. EDS envisage that it will continue to contract with Camuzzi for the transport of gas even though it will be using an alternative gas supplier. From June 2005, routine maintenance is undertaken by Capime, under an 18 year contract payable in US dollars. In addition to the provision of spare parts for planned outages, Capime is also obliged to provide spares at cost on a just in time basis for forced outages. EDS pays a flat monthly fee plus a usage fee based on the number of hours each generating unit operates. Capime guarantees certain operating performance parameters. The Argentine electricity market CAMMESA, the regulator for the wholesale electricity market is involved in the settlement of electricity charges as follows: (a) Withholdings by CAMMESA of profits generated in the spot market Pursuant to the Resolution, EDS is paid for its operating cost (the regulated fuel price plus an allowance for operations and maintenance determined by CAMMESA) but the revenue that exceeds this predetermined operating cost is withheld by CAMMESA and settled as described in paragraph (c) below. In addition, EDS receives a capacity fee. (b) Withholdings by CAMMESA of profits generated under forward contracts Under the forward supply contract with Sociedad Cooperativa Popular Limitada de Comodoro Rivadavia, EDS invoices the customer and is paid directly. However, the transaction is still subject to the Resolution and EDS is responsible for paying over to CAMMESA an amount equivalent to the difference between its operating cost and the spot price. Such amount paid over to CAMMESA again is settled as described in paragraph (c) below. (c) Use of CAMMESA retention Retentions by CAMMESA are divided into two tranches. 65 per cent. of the retention will only be released for investment in new generating capacity. EDS is analysing the feasibility of converting its units to combined cycle. If this investment is undertaken before July 2007, this should result in the release of withheld funds to EDS, allowing it to recognise profits and benefit from more efficient generation. The remaining 35 per cent. of the funds are withheld pending repayment at a date as yet unspecified. (d) CAMMESA loan EDS has drawn down an interest bearing loan of Arg $4,760,000 from CAMMESA to fund recent maintenance and overhaul of the two generators. This loan will be repayable in 12 monthly installments commencing in June 2006. Assets owned on Admission On Admission Rurelec will own: • ESA, which in turn owns two Worthington dual fuel motors, 6 MW in aggregate; • three Jenbachers, 6 MW in aggregate; and • a 50 per cent. indirect interest in Central Termica Patagonia, a 77 MW gas-fired power plant in Patagonia, described above. Investment strategy The Directors' strategy is to continue to acquire, or invest in, companies with established electricity generating operations or generating assets suitable for redeployment in the rural electrification and isolated generation sectors in Latin America. The investment strategy of the Company may be extended in the future if appropriate opportunities to acquire or invest in generating assets operating on an interconnected system within Latin America are available. Furthermore, the Directors have identified opportunities to manage the implementation phase of rural electrification projects as well as investing in the generation assets that are required to satisfy the increased demand associated with that expansion. Any generating capacity deployed by the Company will, wherever possible, be supported by Power Purchase Agreements expected to incorporate payments for both capacity and energy production. The Directors are keen to promote sustainable projects based on locally-produced fuel supplies and will, where practicable, promote the use of renewable fuels for electricity generation. Current trading and prospects ESA has commenced negotiations with fuel suppliers and ENDE in connection with deploying the Worthington dual fuel motors to Trinidad in Central Bolivia. The motors are in the process of being overhauled, dismantled and prepared for transportation. Contracts for transporting the engines and for site preparation will be signed only when fuel and offtake terms are known. Rurelec has also entered into a contract to dismantle the three Jenbacher units currently located on the Isle of Wight with a view to their re-installation in Yacuiba, Southern Bolivia and work has started. Negotiations for the fuel and offtake contracts have commenced. Further commitments will be delayed pending agreement of the principal terms. Rurelec is also actively exploring expansion opportunities in areas of northern Argentina and is in negotiations with EDESA, the Salta electricity distribution company, for the provision of new small power units to meet the electricity shortages in Salta. Details of the Placing. The Company is proposing to raise approximately £3,500,000, before expenses, through the issue of 8,750,000 Placing Shares, to institutional and other investors, at a price of 40 pence per Placing Share pursuant to the Placing Agreement. The Placing Shares will represent approximately 41.0 per cent. of the Enlarged Share Capital. At the Placing Price, the Company's market capitalisation on Admission will be £8,540,000. Following Admission, the Directors (and companies connected and/or associated with them) will hold, in aggregate, approximately 19.4 per cent. of the Enlarged Share Capital. The Directors are not subscribing for Placing Shares. The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares. Dealings in the Placing Shares are expected to commence on 1 August 2005. It is anticipated that CREST accounts will be credited on the day of Admission and that certificates will be dispatched by first class post by 4 August 2005. Directors Biographical details of the Directors are as follows: James West, Chairman and Non-Executive Director, aged 58. Following a successful career as Managing Director of Globe Investment Trust plc, Jimmy West became the Chief Executive of Lazard Asset Management and a Managing Director of Lazard Brothers & Co. Ltd, where he held full responsibility for the bank's investment operations. He is now Chairman of Gartmore Fledgling Trust plc and Jupiter Second Enhanced Income Trust plc and is a non-executive Director of a number of diverse companies including Candover Investments plc, British Assets Trust plc and Global Natural Energy plc. Peter Earl, Managing Director, aged 50, began his career at the Boston Consulting Group advising state owned companies. He has advised ministries of finance and central banks in Abu Dhabi, Albania, Kuwait and Saudi Arabia. He is the author of the standard European textbook on cross-border takeovers published by Euromoney. Formerly Chief Executive of Tranwood plc and The Carter Organization Inc., in New York, he acted on secondment to the World Bank and the United Nations Development Programme, advising on privatisations in Latin America and Eastern Europe, where he has served as Deputy Chairman for the United Nations Economic Commission for Europe infrastructure finance group. He was a director of Fieldstone Private Capital Group Limited ('Fieldstone') in London. In the mid-1990's, he advised on US$6 billion of cross-border power sector acquisitions and bids, involving 5,000 MW of installed capacity and more than 2 million distribution customers. In 1995, he founded IPC which has owned, developed and operated 3,400 MW of power projects around the world including in Kazakhstan, USA, Argentina and Bolivia. He is an Oxford University graduate and was a Kennedy Scholar at Harvard University. John Michael Eyre, Director of Engineering, aged 51, is both a Chartered and European Engineer and has extensive experience in project management and development in the power sector. As a Central Electricity Generating Board engineer, he spent part of his early career on secondment to Eskom of South Africa with responsibility for maintenance of a portfolio of 26 power plants. He subsequently became Head of Engineering Quality with National Power plc, where he developed and implemented policy for risk management of their UK assets as well as leading the technical due diligence for significant international acquisitions such as Hub, a 1,200 MW oil-fired plant in Pakistan, and Marmara, a 500 MW combined cycle power plant in Turkey. Recently, he led business development at Lloyds' Register power division (subsequently Ingenco) and advised developers on renewable energy projects. At IPC, he is responsible for operations and maintenance activities and supervising technical due diligence for proposed acquisitions and greenfield development in Latin America and Central Asia. Elizabeth Shaw, Director of Finance, aged 44, has been involved in the electricity sector since 1994. Between 1994 and 2000, as a director of Fieldstone, she advised on a number of mergers, acquisitions and disposals in the electricity industry, both in the UK and in developing markets. In Bolivia, she advised on the spin-off of the Electropaz distribution business of Compania Boliviana de Energia Electrica S.A. to Iberdrola S.A. of Spain and on the sale by ENDE of its electricity distribution interests in Cochabamba. Prior to joining Fieldstone, Elizabeth was extensively involved in the financing of small-to-medium sized companies in the UK, including raising equity for both listed and unlisted companies. Currently she is responsible for business development and finance at IPC. She is a graduate of Exeter University. Francis Mattos, Non-Executive Director, aged 72, has over 40 years' broad-based power sector engineering and management experience, initially as a senior manager with the Central Electricity Generating Board. In 1984 he was seconded to British Electricity International (BEI), where he became director of overseas business and project development. On privatisation of the U.K. electricity sector, BEI became National Power International with a focus on international utility acquisitions and power plant construction projects. Projects included the acquisition in 1993 of the Pego power station in Portugal, then the largest, privatised, power project in Europe. Recently he was an adviser to Sithe Energies, Inc. and is a consultant to the World Bank. He has written and presented papers on power system economics and control, tariffs, substation switching, planning and operations reliability standards. He is both a Chartered Engineer and a Chartered Manager. On 19 July 2004 the Company passed a resolution at an extraordinary general meeting to approve his appointment as a Director notwithstanding that he has attained the age of 70, in accordance with section 293(5) of the Act. Lock-ins and orderly market arrangements Following Admission, the Directors (and companies connected and/or associated with them) and certain senior management will be interested, in aggregate, in 4,650,000 Ordinary Shares representing approximately 21.8 per cent. of the Enlarged Share Capital. Under the terms of the Lock-in Agreement each of the Directors and their connected persons, save in certain limited circumstances, will not dispose of any interest in any Ordinary Shares held by them for a period of twelve months from Admission other than with prior written consent of both the Broker and Nominated Adviser and for a further twelve months, only having consulted the Broker and Nominated Adviser, or the Company's then broker and nominated adviser, so as to ensure the maintenance of an orderly market in the Ordinary Shares. Dividend policy The Company has not paid any dividends since its incorporation. The Directors intend to commence the payment of dividends only when it becomes commercially prudent to do so, having regard to the availability of the Company's distributable profits and the retention of funds required to finance future growth. In the medium term the Directors intend that dividend income will be a significant source of shareholder value. Extraordinary General Meeting At an extraordinary general meeting of the Company which is to be held at 10.00 a.m. on 29 July 2005. The EGM Resolutions will provide as follows: (a) to approve the Acquisition; (b) to increase the authorised share capital of the Company from £600,000 to £850,000 by the creation of a further 12,500,000 Ordinary Shares; (c) to authorise the Directors to allot (i) new Ordinary Shares pursuant to the Placing; (ii) new Ordinary Shares pursuant to the Warrants; and (iii) otherwise up to a maximum nominal amount of £128,100 (representing approximately 30 per cent. of the Enlarged Share capital of the Company; (d) to authorise the Directors to allot equity securities for cash as if the statutory pre-emption rights set out in section 89 of the Act did not apply to enable the directors to allot the new Ordinary Shares pursuant to the Placing; pursuant to rights or other offers and otherwise up to a maximum nominal amount of £21,350 (representing approximately 5 per cent. of the Enlarged Share Capital of the Company). A circular comprising an admission document under the AIM rules, which includes, inter alia, a section on Risk Factors will be sent to Shareholders today. This will include a Notice of an Extraordinary General Meeting of the Company to be held on 29 July 2005, together with a form of Proxy. Enquiries: Peter Earl 020 7793 7676 Rurelec PLC Paul Shackleton Daniel Stewart & Co PLC 020 7374 6789 Christian Dennis Hichens Harrison & Co. plc 020 7588 5171 DEFINITIONS The following definitions apply throughout this announcement, unless the context requires otherwise: 'Acquisition' the acquisition of Patagonia Energy pursuant to the Acquisition Agreement 'Acquisition Agreement' the conditional agreement between Basic and Rurelec for the acquisition by Rurelec from Basic of fifty per cent. of the issued share capital of Patagonia Energy 'Act' or 'Companies Act' the Companies Act 1985, as amended 'Admission' the re-admission of the Existing Ordinary Shares and Investor Warrants to trading on AIM and the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules 'AIM' the market known as 'AIM' operated by the London Stock Exchange 'AIM Rules' the rules for AIM companies in force at the date of this document issued by the London Stock Exchange 'Articles' the articles of association of the Company 'Basic' Basic Energy Limited, a company organised and existing under the laws of the Bahamas 'Board' the board of directors of the Company, including a duly constituted committee of such directors 'BP plc' BP plc a company registered in England under registration number 00102498 whose registered office is at 1 St James's Square, London SW1Y 4PD 'Broker' or 'Hichens Harrison' Hichens, Harrison & Co. plc 'Broker Warrants' 75,000 warrants issued to Hichens Harrison on 18 August 2004 to subscribe for 75,000 Ordinary Shares at a price of 40 pence per Share 'CAMMESA' Compania Administradora del Mercado Mayorista Electrico S.A., the Wholesale Power Market Administrative Company which is the corporation in charge of the administration and coordinated operation of MEM and MEMSP according to established guidelines. Its members are the national government of Argentina and four associations representing the generators, the transmission companies, the distributors and the marketers. 'Camuzzi' Camuzzi Argentina S.A. a company registered in Argentina whose principal office is at Sede Central, Buenos Aires, Argentina 'Capime' Capime Ingenieria S.A. a company registered in Argentina whose principal office is at Talcahuano 736-7mo, Piso, Buenos Aires, Argentina 'Combined Code' the 'Combined Code on Corporate Governance' published in July 2003 by the Financial Reporting Council 'combined cycle' a combined cycle generator passes the hot exhaust gas from a gas turbine through a heat exchanger which produces steam to drive a secondary turbine 'CREST' the computerised settlement system (as defined in the CREST Regulations) operated by CRESTCo which facilitates the transfer of title to shares in uncertificated form (as defined in the CREST Regulations) 'CRESTCo' CRESTCo Limited 'CREST Regulations' the Uncertificated Securities Regulations 2001 (SI 2001/3755) 'Daniel Stewart' Daniel Stewart & Co plc, the Company's nominated adviser 'Development Funding' funding provided for the purpose of financing a development programme either in the form of a grant, or as a loan at a concessionary rate of interest and/or with a longer term, than would normally be achieved on a commercial basis 'Directors' the directors of the Company. 'EGM' the extraordinary general meeting of the Company convened for 10.00 a.m. on 29 July 2005 'EGM Resolutions' the resolutions set out in the Notice of the EGM 'Enlarged Share Capital' the Ordinary Shares in issue immediately following Admission (excluding any Ordinary Shares that may be issued pursuant to the exercise of any Warrants prior to Admission) 'ESA' Energia para Sistemas Aislados S.A., a company registered in Bolivia under registration number 107752 whose principal office is at Av. Brasil, Esquina 3_ Anillo, Santa Cruz, Bolivia 'EDS' Energia del Sur S.A, a corporation duly incorporated and existing under the laws of the Republic of Argentina, domiciled at Alicia Moreau de Justo 2050, 3rd floor, office 307, City of Buenos Aires,Republic of Argentina 'Electrica' Electrica del Sur, S.A., a corporation duly incorporated and existing under the laws of the Republic of Argentina, domiciled at Alicia Moreau de Justo 2050, 3rd floor, office 307, City of Buenos Aires, Republic of Argentina 'ENDE' Empresa Nacional de Electricidad, the former integrated electricity utility owned by the Bolivian state 'Executive Directors' Peter Earl, Mike Eyre and Elizabeth Shaw 'Existing Ordinary Shares' the 12,600,000 Ordinary Shares in the capital of the Company in issue 'FSMA' the Financial Services and Markets Act 2000 'GDP' gross domestic product 'Grant Thornton' Grant Thornton UK LLP of Grant Thornton House, Melton Street, Euston Square, London NW1 2EP 'Group' the Company and its subsidiary undertaking 'Guaracachi' Empresa Electrica Guaracachi, S.A., a company registered in Bolivia under registration number 08-035910-03 whose principal office is at Av. Brasil, Esquina 3_ Anillo, Santa Cruz, Bolivia 'interconnected system' a national electricity transmission network covering part or all of a country 'Investor Warrants' 1,000,000 warrants issued by the Company, on 18 August 2004 to subscribe for 1,000,000 Ordinary Shares 'IPC' Independent Power Corporation PLC a company registered in England under registration number 3097552, whose principal office is at 5th Floor, Prince Consort House, 27-29 Albert Embankment, London SE1 7TJ 'IPOL' Independent Power Operations Limited, a company registered in England under registration number 4288901, whose registered office is at 5th Floor, Prince Consort House, 27-29 Albert Embankment, London SE1 7TJ 'isolated electricity system' a local electricity network which is not connected to the Interconnected System 'Jenbacher' GE Jenbacher 616 gas engines capable of generating 2 MW of continuous power 'Lock-In Agreements' the conditional agreements governing the disposal of Ordinary Shares by the Directors and others. 'London Stock Exchange' London Stock Exchange plc 'MEM' the MEM is the wholesale electricity market in the Argentine electricity market and is administered by CAMMESA. The participants in the MEM are the generators, the distributors, the transmission companies, the large consumers (more than 50 KW) and the marketers. The MEM consists of both a contract and a spot market. 'MEMSP' the MEMSP is the Southern Patagonian wholesale electricity market which is administered by CAMMESA. The participants in the MEMSP are the generators, the distributors, the transmission companies, the large consumers (more than 50 KW) and the marketers active within the isolated southern system. The MEMSP consists of both a contract and a spot market. 'MW' mega watt, a measure of power (in this announcement electric power) 'Non-Executive Directors' Jimmy West and Frank Mattos 'Official List' the Official List of the UKLA 'open cycle' a gas turbine in open cycle discharges the hot exhaust gas into the atmosphere (see combined cycle) 'Ordinary Shares' ordinary shares of 2 pence each in the capital of the Company 'Patagonia Energy' Patagonia Energy Limited a company registered in the British Virgin Islands under registration number 620522, whose registered office is at the offices of Walker (BVI) Limited, Walkers Chambers, P.O. Box 92, Road Town, Tortola, British Virgin Islands 'Patagonia Group' Patagonia Energy and its subsidiary undertakings 'Patagonia Shareholders' Agreement' the conditional agreement between Basic, Rurelec and Patagonia Energy relating to certain rights and obligations in respect of the shares in the capital of Patagonia Energy. 'Placees' the subscribers of Placing Shares pursuant to the Placing 'Placing' the conditional placing by Hichens Harrison on behalf of the Company of the Placing Shares pursuant to the Placing Agreement 'Placing Agreement' the conditional placing agreement dated 6 July 2005 between the Company, the Directors, Daniel Stewart and Hichens Harrison 'Placing Price' 40 pence per Placing Share 'Placing Shares' the 8,750,000 new Ordinary Shares which are the subject of the Placing 'Power Purchase Agreement' a long-term agreement to purchase power 'Prospectus Rules' the Prospectus Rules of the UKLA 'Rurelec' or the 'Company' Rurelec PLC 'Resolution' Resolution 406/2003 issued by the Argentine Secretariat of Energy in September 2003 'Services Agreement' the shared services agreement dated 23 July 2004 between the Company and IPC 'Shareholders' holders of Ordinary Shares 'thermal generator' a generator whose source of energy is the combustion of hydrocarbons 'UKLA' the Financial Services Authority, acting through the United Kingdom Listing Authority, in its capacity as the competent authority for the purposes of Part VI of FSMA 'USA' or 'United States' the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia 'Warrants' the Broker Warrants and the Investor Warrants This information is provided by RNS The company news service from the London Stock Exchange

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