Due to a corrupted file with the 'Centrica plc indicative results of Tender Offers' announcement released on 2nd March 2018 at 10:16 am under RNS No 5286G the following amendments have been made to the below document.
Inclusion of the following details;
- Joint Dealer Managers
- The Tender Agent
- Market Abuse Regulation wording
- Disclaimer
- Offer and Distribution Restrictions
All other details remain unchanged.
The full amended text is shown below.
2 March 2018
Centrica plc
(the "Company")
announces indicative results 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. The Company today announces the non-binding, indicative results 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 £500,000,000 6.375 per cent. Notes due March 2022 (ISIN: XS0416397338) (the "2022 Notes" and the "First Priority Notes"); the outstanding £200,000,000 6.400 per cent. Notes due September 2026 (ISIN: XS0265184589) (the "2026 Notes"); the outstanding £750,000,000 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 £770,000,000 7.000 per cent. Notes due September 2033 (ISIN: XS0388006123) (the "2033 Notes"); the outstanding £550,000,000 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 £600,000,000 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 Tender Offers expired at 16:00 hours (London time) on 1 March 2018. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
Following expiration of the Tender Offer Period, the Company hereby announces that, in the event it decides to accept valid tenders of Notes pursuant to the Tender Offers, it expects to accept £600,000,000 in aggregate principal amount of Notes validly tendered in the Tender Offers, and the indicative Series Acceptance Amount for each Series is set out in the table below, which also includes, to the extent applicable, any indicative Pro-Rating Factor. The Company expects that 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 Security |
ISIN |
Priority Acceptance Level |
Reference security for Reference Rate |
Purchase Spread |
Indicative Series Acceptance Amount |
Indicative
Pro-Rating Factor |
£500,000,000
6.375 per cent. Notes
due March 2022 |
XS0416397338 |
1 |
4.00 per cent. UK Treasury Gilt due March 2022
(ISIN: GB00B3KJDQ49) |
45 basis points |
£253,760,000
|
N/A |
Tender Offer for the Second Priority Notes
Title of Security |
ISIN |
Priority Acceptance Level |
Reference security for Reference Rate |
Purchase Spread |
Indicative Series Acceptance Amount |
Indicative
Pro-Rating Factor |
£200,000,000
6.400 per cent. Notes
due September 2026 |
XS0265184589 |
2 |
1.50 per cent. UK Treasury Gilt due July 2026
(ISIN: GB00BYZW3G56) |
110 basis points |
£148,350,000 |
N/A |
£750,000,000
4.375 per cent. Notes
due March 2029 |
XS0753789980 |
2 |
6.00 per cent. UK Treasury Gilt due December 2028
(ISIN: GB0002404191) |
115 basis points |
£197,890,000 |
43.8851 per cent. |
Pricing and Results
Pricing will take place at or around 12:00 hours (London time) (the "Pricing Time") today. As soon as reasonably practicable after the Pricing Time, the Company will announce (i) whether the Company will accept valid Offers to Sell pursuant to the Tender Offers; (ii) in respect of the Notes accepted for purchase, the relevant Accrued Interest, the relevant Purchase Price, the relevant Reference Rate and the relevant Purchase Yield; and (iii) the aggregate principal amount of Notes to be accepted for purchase pursuant to the Tender Offers, each Series Acceptance Amount and any Pro-Rating Factor (if applicable) in respect of each Series of Notes accepted for purchase pursuant to the Tender Offers.
Settlement of the Tender Offers and payment of the Tender Consideration in respect of any Notes accepted for purchase is expected to take place on 6 March 2018.
Notes that are not tendered and 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.
Questions and requests for information in relation to the Tender Offers may be directed to the Company or the Joint Dealer Managers.
THE COMPANY |
|
Centrica plc |
Millstream
Maidenhead Road
Windsor
Berkshire SL4 5GD
United Kingdom |
|
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] |
|
JOINT DEALER MANAGERS |
|
|
Barclays Bank PLC |
Citigroup Global Markets Limited |
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom |
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom |
|
|
Tel: +44 20 3134 8515 |
Tel: +44 20 7986 8969 |
Attention: Liability Management Group |
Attention: Liability Management Group |
Email: [email protected] |
Email: [email protected] |
|
Société Générale
Tours Société Générale
17, Cours Valmy
92987 Paris La Défense Cedex
France |
The Royal Bank of Scotland plc
(trading as NatWest Markets)
250 Bishopsgate
London EC2M 4AA
United Kingdom |
|
|
Tel: +33 142 13 32 40 |
Tel: +44 20 7678 5282 |
Attention: Liability Management |
Attention: Liability Management |
Email: [email protected] |
Email: [email protected] |
|
THE TENDER AGENT |
|
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom |
|
Tel: +44 20 7704 0880 |
Attention: Thomas Choquet |
Email: [email protected] |
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
