British Energy Sells Interest in Bruce Power

On February 14, 2003, British Energy plc sold its entire 82.4 per cent indirect interest in Bruce Power L.P.: 79.8 per cent to a consortium comprising Cameco Corporation, BPC Generation Infrastructure Trust (a trust established by the Ontario Municipal Employees Retirement System (OMERS)) and TransCanada PipeLines Limited (the consortium); and 2.6 per cent to the Power Workers’ Union Trust No. 1 and The Society of Energy Professionals Trust. The consortium also acquired British Energy’s 85 per cent indirect interest in Bruce Power Inc., the general partner of Bruce Power. Bruce Power holds a long-term lease of the Bruce Power Nuclear Plant, near Tiverton, Ontario, from Ontario Power Generation Inc. (OPG). The plant is one of the largest nuclear generators in the world.

The consortium also acquired the 50 per cent indirect interest that British Energy holds in Huron Wind L.P., Ontario’s first commercial wind farm, located north of Tiverton in the municipality of Kincardine. The remaining 50 per cent interest in Huron Wind is owned by OPG.

The total consideration payable by the consortium was $950 million.

British Energy’s team was led by in-house counsel John Young. Bruce Power was represented by in-house general counsel Brian Armstrong, Q.C. (corporate), Len Arnold (energy trading) and Cynthia Cammidge (corporate/finance). British Energy and Bruce Power were represented in Canada, by Gowling Lafleur Henderson LLP with a team led by David McFadden (corporate, energy and strategic planning) and Paul Harricks (corporate and energy), and including Myron Dzulynsky, Terry McNally, Kelly Murray and Noreen Flaherty (corporate and energy), Robert Milnes (corporate/opinions), Michael Anderson and Rachel Conway (financing), Bernadette Corpuz and Bill Schnurr (energy trading), Susan Clarke (opinions/financial services), Ian Macdonald (competition), Daniel Hayhurst (pensions), Katherine van Rensburg (environment), Gloria Geddes and Vince Imerti (tax), Alan Dean (real estate), Peter Murphy (information technology) and Allen Craig (labour and employment). British Energy was represented in the U.K., by Daniel Kossoff, Mark Poulton, Victoria Wakefield and Ingrid Meldal-Johnsen of Clifford Chance LLP.

The consortium was represented in Canada, by Osler, Hoskin & Harcourt LLP with a team that included Donald Ross, Donald Gilchrist, Tanya Bowes and Adam Grabowski (corporate), Eden Oliver (corporate and energy), Richard Tremblay, David Tetreault and Kim Wharram, and Tim Kennish and Steve Sansom (competition), Ian McSweeney and Evan Howard (pensions), Adrian Hartog (real estate), Ahab Abdel-Aziz (environmental), Damian Rigolo (labour), Lee Webster (intellectual property) and Rocco Sebastiano (nuclear). The consortium was assisted by Tony Bugg, Byron Nurse and Iain Fenn of Linklaters & Alliance in the U.K.

Cameco’s in-house legal team was led by general counsel Gary Chad, supported by Larry Korchinski and Wally Leis, and by Cassels Brock & Blackwell LLP with a team that included Bruce McNeely (corporate and energy), Ralph Lean, Gordon Dickson and Noble Chummar (corporate), Bill Burden (creditor rights), Jim Parks (tax), Carol Anne O’Brien (competition) and Marc Kemerer (environmental).

BPC Generation Infrastructure Trust and OMERS were represented by McCarthy Tétrault LLP, with a team that included David Lever, David Rounthwaite and Lee Jackson (corporate and energy), Graham Gow, Ian Palm and Lara Nathans (corporate), Michael Weizman (energy), Jerald Wortsman (tax), Douglas Thomson (environmental) and Gregory Winfield (pensions).

TransCanada PipeLines was represented by in-house counsel Albrecht Bellstedt, Q.C., Robert Pitt, Sean McMaster, Kristine Delkus and Christine Johnston, assisted by Fraser Milner Casgrain LLP with a team that included Jeffery Barnes, William Fung, Alex Roberts and Barbara Conway (corporate) and Brian Carr and Christopher Steeves (tax).

OPG was represented by in-house counsel Adèle Malo, and by Torys LLP with a team that included Krista Hill, Philip Symmonds, Don Roger and Aaron Emes.

The Power Workers’ Union was represented by Paliare Roland Rosenberg Rothstein LLP, with a team that included Ken Rosenberg, assisted by general counsel Chris Dassios, and special counsel David Smith (tax), Timothy Youdan (trusts) and Philippe Rousseau (corporate) of Davies Ward Phillips & Vineberg LLP.

The Society of Energy Professionals was represented by John Ball of Keyser Mason Ball, LLP. The U.K.’s Department of Trade and Industry, which has provided interim financial support to British Energy and its subsidiaries, was assisted by Ian Hodgson and Gavin Brown of Slaughter and May, and in Canada, by Philip Henderson, Daniel Thomson and Jill Lankin of Stikeman Elliott LLP.