Centrica
plc
(the
"Company")
announces the results of its
Tender Offer for its Subordinated Resettable Fixed Rate Notes due
2075
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 DOCUMENT.
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").
20
May 2024. The Company announces
today the results of its invitation (the "Offer") to
holders of its outstanding £450,000,000 Subordinated Resettable
Fixed Rate Notes due 2075 (ISIN: XS1216019585) (the "Notes"), to
tender their Notes for purchase by the Company for cash, subject to
the conditions described in the tender offer memorandum dated 10
May 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.
The Expiration Deadline for the
Offer was 4.00 p.m. (London time) on 17 May 2024. As at the
Expiration Deadline, £414,693,000 in aggregate principal amount of
the Notes was validly tendered for purchase in the
Offer.
The Company hereby announces that
(subject to the satisfaction, or waiver, of the New Financing
Condition on or prior to the Settlement Date) it has decided to
accept for purchase £414,693,000 in aggregate principal amount of
the Notes validly tendered pursuant to the Offer.
Accrued Interest will also be
payable in respect of any Notes accepted for purchase pursuant to
the Offer.
Following the Settlement Date, the
Company intends to cancel the Notes purchased pursuant to the Offer
and, accordingly, the Company will have repurchased and cancelled
92.15 per cent. of the nominal amount of the Notes. As a
consequence, the 80 per cent. threshold as described in the Tender
Offer Memorandum will have been met and it is the current intention
of the Company to exercise its option under the terms and
conditions of the Notes to redeem, following settlement of the
Offer, all of the Notes that were not validly tendered and accepted
for purchase pursuant to the Offer, at their principal amount
together with any accrued and unpaid interest (including any
outstanding Arrears of Interest (as defined in the terms and
conditions of the Notes)) up to (but excluding) the redemption
date. However, the Company is not under any obligation to make any
such redemption and the Company's intention to do so may change at
any time and for various factors existing at that time.
Settlement
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 22 May 2024.
£35,307,000 in aggregate principal
amount of the Notes will remain outstanding after the Settlement
Date.
Full details concerning the Offer are set out in the Tender
Offer Memorandum.
Barclays Bank PLC and J.P. Morgan
Securities plc 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.
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
|
J.P. Morgan Securities
plc
25 Bank
Street
Canary
Wharf
London
E14 5JP
United
Kingdom
Telephone: +44 20 7134 2468
Attention: EMEA Liability Management
Group
Email:
liability_management_EMEA@jpmorgan.com
|
TENDER
AGENT
|
Kroll Issuer Services
Limited
The
Shard
32 London
Bridge Street
London
SE1 9SG
United
Kingdom
Telephone: +44 20 7704 0880
Attention: Alessandro Zorza
Email:
centrica@is.kroll.com
Offer Website:
https://deals.is.kroll.com/centrica
|
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.
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