Conditional agreement reached for ESB to acquire NIE, the Northern Ireland

7 Jul 2010

Further to the announcement made on 4 May 2010, Northern Ireland Electricity plc confirms that Viridian Group has agreed the conditional sale of Northern Ireland Electricity plc to ESB, as detailed in the following statement.

Conditional agreement reached for ESB to acquire NIE, the Northern Ireland electricity networks business, from Viridian Group (Viridian)

ESB has entered into an agreement with the Arcapita Bank-owned Viridian Group
for the acquisition, by a wholly-owned subsidiary of ESB, of Northern Ireland
Electricity plc (NIE), the Northern Ireland transmission and distribution
business of the Viridian Group.

As part of the acquisition, ESB will also acquire certain associated companies
of NIE, including NIE Powerteam Limited and Powerteam Electrical Services (UK)
Limited, which provide electrical construction and maintenance services
(together with NIE, the NIE Group). In total, the NIE Group employs
approximately 1,300 staff.

Under the terms of the share purchase agreement, ESB will pay £1,034 million (Euro
1,248 million) for the NIE Group subject to certain completion adjustments. ESB
will also assume obligations of the NIE Group, including those under a £175
million (Euro211 million) Eurobond. NIEs Regulated Asset Base as at 31 March 2010
was £1,007 million (Euro1,215 million).

Completion of the transaction is subject to a number of conditions, including
conditions relating to Irish and UK competition clearances and notifications
and a refinancing of the existing indebtedness of the Viridian Group. Subject
to fulfilment of the conditions, the transaction is expected to complete by the
end of 2010.

Arcapita will continue to own the Viridian Group, which it acquired in 2006.
Its principal businesses following completion of the transaction will be
Viridian Power & Energy, the Power Procurement business and NIE Energy Supply.
These businesses employ approximately 340 people.

ESB Chief Executive, Padraig McManus, said: "This acquisition demonstrates
ESBs continued ambition to grow our business in the rapidly changing energy
sector on this island. NIE is a well-run, efficient business and will continue
to operate on that basis. ESB is fully committed to delivering the significant
investment in Northern Irelands transmission and distribution networks that
will be required to deliver our common energy sustainability policy objectives
over the coming years and we believe that customers in Northern Ireland will
benefit from this transaction in the longer term."

Viridian Group Chairman, Patrick Haren, said: "This transaction represents an
important milestone in the development of the Viridian Group. It allows the
Groups regulated network activities to further their growth under new
ownership. The employees of the NIE Group can feel proud of recent achievements
and we wish them well for the future. Under Arcapitas ownership, the remaining
Group will be focused on its very significant generation and supply
activities."

Additional information

NIE owns the regulated electricity transmission and distribution network in
Northern Ireland and is responsible for the planning, development, construction
and maintenance of the entire network, as well as the operation of the
distribution network. ESB, through its ESB Networks division, owns the
electricity transmission and distribution network in the Republic of Ireland.

ESB Networks and NIE have a long track record of co-operation and recently
worked closely together to ensure restoration of the electricity network in
Northern Ireland following damage from a severe storm. The transaction will
enhance this strong working relationship to the benefit of customers and all
stakeholders.

ESB Networks and NIE will play a critical role in assisting the Government in
each jurisdiction to achieve energy and environmental targets and policy
objectives, including building the infrastructure and connections required for
the development of more renewable generation, rolling out smart metering and
enhancing security of supply through strengthened interconnection.

Following completion of the transaction, NIE will continue to operate as a
stand-alone business under the NIE brand and identity. NIE will also continue
to comply with its current licence obligations, including in respect of the
independence of a majority of its board of directors and the maintenance of an
investment grade credit rating.

For further Information, please contact:

ESB

Maol Muire Tynan +353-87-8286907

Arcapita

Tim Doyne +973-17-218-333

Viridian

Peter Ewing +44-(0)-28-9068-8247 (or via personal assistant on +44-(0)-28-9068
9412)

Background

NIE is regulated and its revenue is derived principally through charges for
transmission services and for use of the distribution system. The transmission
and distribution network in Northern Ireland comprises approximately 2,100km of
the high voltage transmission system and approximately 42,900km of the low
voltage distribution system. NIE Powerteam Limited provides construction and
maintenance services exclusively to the transmission and distribution network.
Powerteam Electrical Services provides similar services to third party
electricity distribution businesses and to other industrial customers.

Founded in 1927, ESB is one of Irelands leading companies with an annual
revenue of more than Euro3.5 billion and approximately 6,800 employees. A
vertically integrated utility with generation, networks and supply businesses,
as well as a highly successful international business, ESBs annual capital
investment is in the region of Euro1.1 billion. Over the past decade, ESB has
undertaken a Euro6 billion investment programme to successfully refurbish the
Republic of Irelands electricity infrastructure. It has now embarked on the
implementation of a Euro22 billion investment strategy, which will make the
company carbon-neutral by 2035 half of this spend is directed at developing
renewable energy generation and smart networks. Further details on ESB can be
found at www.esb.ie.

Viridian Power & Energy is an integrated generation and supply business
comprising modern gas-fired generation at Huntstown in the RoI, Energia, a
leading supplier of electricity and gas to business customers across the island
of Ireland and a growing windfarm portfolio. NIE Energy Supply is a regulated
supplier to c.800,000 residential and business customers in Northern Ireland.
Power Procurement, also a regulated business, administers c.1,500MW of
generation capacity under contract in Northern Ireland.

Headquartered in Bahrain with offices in Atlanta, London and Singapore,
Arcapitas four principal lines of business are corporate investment, real
estate investment, asset-based investment and venture capital. To date, the
Bank has completed 71 transactions with a total value of more than $28.4
billion and has an equity capital base of $1.3 billion, and $7.9 billion in
funds under management. Arcapitas mission is to provide innovative and
distinctive investment opportunities that generate superior risk-adjusted
returns while adhering to Islamic principles. Further details on Arcapita can
be found at www.arcapita.com .

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