NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (the
"United
States") OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN
THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA").
Centrica
plc
(the
"Company")
announces indicative results
of its Tender Offer for its £770,000,000 7.00 per cent. Notes due
2033
12
June 2024. The Company today
announces the non-binding, indicative results of its invitation
(the "Offer") to holders of its outstanding
£770,000,000 7.00 per cent. Notes due 2033 (ISIN: XS0388006123)
(the "Notes") to tender their Notes for purchase by
the Company for cash, subject to the conditions described in the
tender offer memorandum dated 4 June 2024 (the "Tender Offer
Memorandum"), and subject to the offer restrictions
set out in the Tender Offer Memorandum.
Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Indicative Results
The Expiration Deadline for the
Offer was 4.00 p.m. (London time) on 11 June 2024.
As at the Expiration Deadline,
£611,280,000 in aggregate nominal amount of the Notes had been
validly tendered for purchase pursuant to the Offer.
The Company hereby announces that,
in the event it decides to accept valid tenders of any Notes for
purchase pursuant to the Offer, the Company expects to set the
Final Acceptance Amount at £370,000,000. On the basis of such Final
Acceptance Amount, the Company expects to accept for purchase the
Notes validly tendered pursuant to the Offer subject to
pro
rata scaling at a Scaling Factor of approximately
60.4765 per cent., as further described in the Tender Offer
Memorandum.
Noteholders should note that this is
a non-binding indication of the level at which the Company expects
to set the Final Acceptance Amount and the resulting Scaling
Factor.
The indicative results of the Offer
are summarised as follows:
Notes
|
ISIN /
Common Code
|
Aggregate Nominal Amount of
Notes validly tendered
|
Indicative Final Acceptance
Amount
|
Indicative Scaling
Factor
|
£770,000,000 7.00 per cent. Notes due 2033
|
XS0388006123 / 038800612
|
£611,280,000
|
£370,000,000
|
60.4765
per cent.
|
Pricing and Final Results
Pricing will take place at or around
9:30 a.m. (London time) (the "Pricing Time")
today, 12 June 2024. As soon as reasonably practicable after the
Pricing Time, the Company will announce whether it will accept
valid tenders of Notes pursuant to the Offer and, if so accepted,
the Final Acceptance Amount, the Benchmark Security Rate, the
Purchase Yield, the Purchase Price and (if applicable) details of
any pro
rata scaling that will be applied to tenders of
Notes.
Settlement of the Offer and payment
of the Purchase Price and Accrued Interest in respect of the Notes
accepted for purchase pursuant to the Offer is expected to take
place on 14 June 2024.
Notes that have not been validly
tendered and accepted for purchase pursuant to the Offer will
remain outstanding.
Full details concerning the Offer are set out in the Tender
Offer Memorandum.
Barclays Bank PLC, BNP Paribas, RBC
Europe Limited and SMBC Nikko Capital Markets Limited are acting as
the Dealer Managers for the Offer and Kroll Issuer Services Limited
is acting as the Tender Agent, and their contact details are set
out below.
THE OFFEROR
|
Centrica
plc
Millstream
Maidenhead Road
Windsor
Berkshire
SL4 5GD
United
Kingdom
|
DEALER
MANAGERS
|
Barclays Bank
PLC
1
Churchill Place
London
E14 5HP
United
Kingdom
Telephone: +44 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com
|
BNP PARIBAS
16,
boulevard des Italiens
75009
Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email:
liability.management@bnpparibas.com
|
RBC Europe
Limited
100
Bishopsgate
London EC2N 4AA
United
Kingdom
Telephone: +44 20 7029 7420
Attention: Liability Management
Email:
liability.management@rbccm.com
|
SMBC Nikko Capital Markets
Limited
100
Liverpool Street
London EC2M 2AT
United
Kingdom
Telephone: +44 204 507 5043
Attention: Liability Management
Email:
liability.management@smbcnikko-cm.com
|
TENDER
AGENT
|
|
This announcement is made by Centrica plc and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the EUWA ("UK MAR"),
encompassing information relating to the results of the Offer. For
the purposes of UK MAR and the Implementing Technical Standards,
this announcement is made by Raj Roy, Company Secretary at Centrica
plc.
DISCLAIMER
Subject to applicable law, the
Company or any of its affiliates may at any time following
completion of the Offer 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
Offer.
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.
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 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 Offer.
The Offer has now expired and no offer or invitation to acquire any
securities is being made pursuant to this announcement.
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