TIDMCNA
RNS Number : 5744G
Centrica PLC
02 March 2018
2 March 2018
Centrica plc
(the "Company")
announces final results and pricing of Tender Offers for certain
of its Notes
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
2 March 2018. Further to its indicative results announcement
earlier today, the Company announces the final results and pricing
of its invitations (together, the "Tender Offers" and each a
"Tender Offer") to holders of the following Notes, to tender their
Notes for purchase by the Company for cash, subject to the
conditions described in the tender offer memorandum dated 22
February 2018 (the "Tender Offer Memorandum"): the outstanding
GBP500,000,000 6.375 per cent. Notes due March 2022 (ISIN:
XS0416397338) (the "2022 Notes" and the "First Priority Notes");
the outstanding GBP200,000,000 6.400 per cent. Notes due September
2026 (ISIN: XS0265184589) (the "2026 Notes"); the outstanding
GBP750,000,000 4.375 per cent. Notes due March 2029 (ISIN:
XS0753789980) (the "2029 Notes" and together with the 2026 Notes,
the "Second Priority Notes"); the outstanding GBP770,000,000 7.000
per cent. Notes due September 2033 (ISIN: XS0388006123) (the "2033
Notes"); the outstanding GBP550,000,000 4.250 per cent. Notes due
September 2044 (ISIN: XS0825385858) (the "2044 Notes" and together
with the 2033 Notes, the "Third Priority Notes" and together with
the First Priority Notes and the Second Priority Notes, the
"Notes"), and in each case in the order of priority listed below
subject to the acceptance of a maximum of GBP600,000,000 in
aggregate principal amount of the Notes and on the terms and
subject to the conditions set out in full in the Tender Offer
Memorandum.
The Company hereby announces it will accept for purchase
GBP600,000,000 in aggregate principal amount of Notes validly
tendered in the Tender Offers, and the Series Acceptance Amount for
each Series is set out in the table below, which also includes the
relevant Purchase Price, the relevant Accrued Interest, the
relevant Reference Rate, the relevant Purchase Yield and, to the
extent applicable, any Pro-Rating Factor. None of the Third
Priority Notes validly tendered in the Tender Offers will be
accepted for purchase.
Tender Offer for the First Priority Notes
Title of ISIN Priority Reference security Reference Purchase Purchase Series Purchase Accrued Pro-Rating
Security Acceptance for Reference Rate Rate Spread Yield Acceptance Price* Interest Factor
Level Amount
--------------- ------------- ----------- --------------------- ---------- --------- ------------- --------------- --------- --------- -----------
GBP500,000,000 XS0416397338 1 4.00 per cent. UK 0.878 per 45 basis 1.332 per GBP253,760,000 119.569 6.305 N/A
6.375 per Treasury Gilt due cent. points cent. per per
cent. Notes March 2022 (ISIN: (annualized) cent. cent.
due March 2022 GB00B3KJDQ49)
--------------- ------------- ----------- --------------------- ---------- --------- ------------- --------------- --------- --------- -----------
Tender Offer for the Second Priority Notes
Title of ISIN Priority Reference security Reference Purchase Purchase Series Purchase Accrued Pro-Rating
Security Acceptance for Reference Rate Rate Spread Yield Acceptance Price* Interest Factor
Level Amount
--------------- ------------- ----------- --------------------- ---------- --------- ------------- --------------- --------- --------- -----------
GBP200,000,000 XS0265184589 2 1.50 per cent. UK 1.345 per 110 2.445 per GBP148,350,000 130.171 0.035 N/A
6.400 per Treasury Gilt due cent. basis cent. per per
cent. Notes July 2026 (ISIN: points cent. cent.
due September GB00BYZW3G56)
2026
--------------- ------------- ----------- --------------------- ---------- --------- ------------- --------------- --------- --------- -----------
GBP750,000,000 XS0753789980 2 6.00 per cent. UK 1.501 per 115 2.669 per GBP197,890,000 116.101 4.291 43.8851
4.375 per Treasury Gilt due cent. basis cent. per per per cent.
cent. Notes December 2028 (ISIN: points (annualized) cent. cent.
due March 2029 GB0002404191)
--------------- ------------- ----------- --------------------- ---------- --------- ------------- --------------- --------- --------- -----------
* For each Series of Notes, the Purchase Price has been
determined in the manner described in the Tender Offer Memorandum,
by reference to the relevant Purchase Yield, which is rounded to
the nearest 0.001 per cent. (with 0.0005 being rounded
upwards).
The accrued and unpaid interest on the relevant Series of Notes
from and including the immediately preceding interest payment date
for such Series of Notes to but excluding the Settlement Date will
be payable to each Noteholder who has validly tendered such Series
of Notes (and whose Offer to Sell has been accepted) pursuant to
the Tender Offers.
Notes purchased by the Company pursuant to the Tender Offers
will be cancelled and will not be re-issued or re-sold. Notes which
have not been successfully submitted and accepted for purchase
pursuant to the Tender Offers will remain outstanding after the
Settlement Date.
Settlement
Settlement of the Tender Offers and payment of the relevant
Tender Consideration in respect of Notes accepted for purchase is
expected to take place on 6 March 2018.
Notes that have not been tendered or accepted for purchase
pursuant to the Tender Offers will remain outstanding.
Barclays Bank PLC, Citigroup Global Markets Limited, Société
Générale and The Royal Bank of Scotland plc (trading as NatWest
Markets) are acting as Joint Dealer Managers for the Tender Offers
and Lucid Issuer Services Limited is acting as Tender Agent.
THE COMPANY
Centrica plc
Millstream
Maidenhead Road
Windsor
Berkshire SL4 5GD
United Kingdom
Investors and Analysts
Tel: +44 (0)1753 494900
Email: ir@centrica.com
Media
Tel: +44 (0)1784 843000
Email: media@centrica.com
Treasury
Tel: 01753 494165
Email: creditinvestor@centrica.com
JOINT DEALER MANAGERS
Barclays Bank PLC Citigroup Global Markets
Limited
5 The North Colonnade Citigroup Centre
Canary Wharf 33 Canada Square
London E14 4BB Canary Wharf
United Kingdom London E14 5LB
United Kingdom
Tel: +44 20 3134 8515 Tel: +44 20 7986 8969
Attention: Liability Management Attention: Liability Management
Group Group
Email: eu.lm@barclays.com Email: liabilitymanagement.europe@citi.com
Société Générale The Royal Bank of Scotland
Tours Société plc
Générale (trading as NatWest Markets)
17, Cours Valmy 250 Bishopsgate
92987 Paris La Défense London EC2M 4AA
Cedex United Kingdom
France
Tel: +33 142 13 32 40 Tel: +44 20 7678 5282
Attention: Liability Management Attention: Liability Management
Email: liability.management@sgcib.com Email: liabilitymanagement@natwestmarkets.com
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Thomas Choquet
Email: centrica@lucid-is.com
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation.
DISCLAIMER
Subject to applicable law, the Company or any of its affiliates
may at any time following completion of the Tender Offers purchase
remaining outstanding Notes by tender, in the open market, by
private agreement or otherwise on such terms and at such prices as
the Company, or if applicable, its affiliates may determine. Such
terms, consideration and prices may be more or less favourable than
those offered pursuant to the Tender Offers.
This announcement must be read in conjunction with the Tender
Offer Memorandum. If any Noteholder is in any doubt as to the
content of this announcement or the Tender Offer Memorandum or the
action it should take, it is recommended to seek its own financial
advice, including in respect of any tax consequences, from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by each of the Company, the
Joint Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions. Neither this
announcement nor the Tender Offer Memorandum constitutes an offer
to buy or the solicitation of an offer to sell Notes or an
invitation to participate in the Tender Offers.
Centrica plc is listed on the London Stock Exchange (CNA)
Registered Office: Millstream, Maidenhead Road, Windsor,
Berkshire SL4 5GD
Registered in England & Wales number: 3033654
Legal Entity Identifier number: E26EDV109X6EEPBKVH76
ISIN number: GB00B033F229
This information is provided by RNS
The company news service from the London Stock Exchange
END
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