NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
2 March 2018
CENTRICA PLC ANNOUNCES ANY AND ALL TENDER OFFER RESULTS
On 22 February 2018, Centrica plc (the "Company") announced offers to purchase for cash any and all of its 4.000% senior notes due 2023 (the "Any and All Notes") and up to US$250,000,000 in aggregate principal amount of its 5.375% senior notes due 2043 (the "Maximum Tender Notes" and together with the Any and All Notes, the "Securities"), subject to the offer and distribution restrictions, and upon the terms and subject to the conditions set forth in an offer to purchase dated 22 February 2018 (as amended or supplemented from time to time, the "Offer to Purchase"). The offer to purchase the Any and All Notes is referred to herein as the "Any and All Tender Offer" and the offer to purchase the Maximum Tender Notes is referred to herein as the "Maximum Tender Offer." The Any and All Tender Offer and the Maximum Tender Offer are referred to together herein as the "Tender Offers".
Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase. Copies of the Offer to Purchase are available, subject to the offer and distribution restrictions, from the Information and Tender Agent at www.lucid-is.com/centrica.
The Any and All Tender Offer expired at 5:00pm New York City time, yesterday, 1 March 2018 (the "Any and All Expiration Time").
According to information provided by the Tender and Information Agent, US$448,348,000 aggregate principal amount of the Any and All Notes were validly tendered at or prior to the Any and All Expiration Time and not validly withdrawn (approximately 59.78% of the principal amount of the Any and All Notes currently outstanding). As at the Any and All Expiration Time, no Notices of Guaranteed Delivery have been received in respect of any Any and All Notes.
The Company hereby confirms that it has accepted for purchase all Any and All Notes validly tendered and not validly withdrawn at or prior to the Any and All Expiration Time.
The Total Consideration payable in respect of such Any and All Notes is set forth in the table below.
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|
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Total Consideration in respect of the Any and All Notes
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Principal Amount of Any and All Notes Accepted for Purchase
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Outstanding Principal Amount of Any and All Notes Following Settlement of the Any and All Tender Offer
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US$750,000,000 4.000% Senior Notes due 2023 |
144A: 15639KAA0/ US15639KAA07 Reg S: G2071AAE0/ USG2071AAE04 |
US$1,032.47 per US$1,000 |
US$448,348,000 |
US$301,652,000 |
In addition, Noteholders whose Any and All Notes are purchased in the Any and All Tender Offer will be paid accrued and unpaid interest on their purchased Any and All Notes from the last interest payment date up to, but not including, the Any and All Settlement Date.
The Any and All Tender Offer has now expired and no further Any and All Notes can be tendered for purchase. All Any and All Notes accepted for purchase pursuant to the Any and All Tender Offer will be cancelled.
Any and All Notes that have not been successfully tendered for purchase and accepted by the Company pursuant to the Any and All Tender Offer and the terms and conditions set out in the Offer to Purchase will remain outstanding and will remain subject to the terms and conditions of such Any and All Notes.
The Any and All Settlement Date is expected to be 5 March 2018. The Early Tender Date for the Maximum Tender Offer is 8 March 2018 and the Maximum Tender Offer will expire on 22 March 2018.
For Further information
A complete description of the terms and conditions of the Tender Offers is set out in the Offer to Purchase. Further details about the Tender Offers can be obtained from:
The Company
Centrica plc
Millstream
Maidenhead Road
Windsor
Berkshire SL4 5GD
Investors and Analysts
Tel: +44 (0)1753 494900
Email: [email protected]
Media
Tel: +44 (0)1784 843000
Email: [email protected]
Treasury
Tel: 01753 494165
Email: [email protected]
The Joint Dealer Managers
Barclays Capital Inc.
745 Seventh Avenue, 5th Floor
New York, NY 10019
United States
Attention: Liability Management Group
Collect: 212-528-7581
Toll Free: 800-438-3242
Europe: +44 20 3134 8515
Email: [email protected]
Citigroup Global Markets Limited
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
Attn: Liability Management Group
London: +44 20 7986 8969
U.S. Toll-Free: +1 800 558 3745
U.S.: +1 212 723 6106
Email: [email protected]
RBS Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
United States
U.S.: +1 203-897 2963
Toll Free; +1 866 884 2071
International: +44 20 7678 5282
Attention: Liability Management
Email: [email protected]
Société Générale
Tours Société Générale
17, Cours Valmy
92987 Paris La Défense Cedex
France
U.S. Toll Free: +1 855 881 2108
U.S.: +1 212 278 6957
Europe: +33 142 13 32 40
Attention: Liability Management
Email: [email protected]
The Information and Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Fax: +44 20 3004 1590
Attention: Thomas Choquet
Email: [email protected]
If a Holder has questions about any of the Tender Offers or the procedures for tendering Securities, the Holder should contact the Tender and Information Agent, the Joint Dealer Managers or the Company at their respective telephone numbers. Documents relating to the Tender Offers are also available at www.lucid-is.com/centrica.
This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation.
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
