Centrica final result and pricing of Tender Offers

 

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 £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 Company hereby announces it will accept for purchase £600,000,000 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 Security	ISIN	Priority Acceptance Level	Reference security for Reference Rate	Reference Rate	Purchase Spread	Purchase Yield	Series Acceptance Amount	Purchase Price*	Accrued Interest	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)	0.878 per cent.	45 basis points	1.332 per cent. (annualized)	£253,760,000	119.569 per cent.	6.305 per cent.	N/A

Tender Offer for the Second Priority Notes

Title of Security	ISIN	Priority Acceptance Level	Reference security for Reference Rate	Reference Rate	Purchase Spread	Purchase Yield	Series Acceptance Amount	Purchase Price*	Accrued Interest	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)	1.345 per cent.	110 basis points	2.445 per cent.	£148,350,000	130.171 per cent.	0.035 per cent.	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)	1.501 per cent.	115 basis points	2.669 per cent. (annualized)	£197,890,000	116.101 per cent.	4.291 per cent.	43.8851 per cent.

* 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: [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