9 March 2018
Centrica plc
("Centrica" or the "Company")
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
9 March 2018
CENTRICA PLC ANNOUNCES EARLY RESULTS OF THE MAXIMUM TENDER OFFER
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 on 1 March 2018 and no further Any and All Notes will be accepted for purchase.
According to information provided by the Tender and Information Agent, US$233,120,000 aggregate principal amount of the Maximum Tender Notes were validly tendered on or prior to the Early Tender Date and not validly withdrawn (approximately 38.85% of the principal amount of the Maximum Tender Notes currently outstanding).
The Company hereby confirms that it intends to accept for purchase all Maximum Tender Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date.
The Total Consideration payable in respect of such Maximum Tender Notes is set forth in the table below.
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Total Consideration* for the Maximum Tender Offer
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5.375% senior notes due 2043 |
144A: 15639KAB8/US15639KAB89
Reg S: G2071AAF7/ USG2071AAF78 |
2.750% U.S. Treasury notes due November 2047 |
PX1 |
3.173% |
130 bps |
4.473% |
US$1,135.16 per US$1,000 |
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*The Total Consideration includes the Early Tender Payment of US$50 per US$1,000.
In addition, holders whose Maximum Tender Notes are purchased in the Maximum Tender Offer and who tendered their Maximum Tender Notes on or prior to the Early Tender Date will be paid accrued and unpaid interest on their purchased Maximum Tender Notes from the last interest payment date up to, but not including, the Maximum Tender Early Settlement Date.
The Early Tender Date applicable to the Maximum Tender Offer was 5:00pm, New York City Time on 8 March 2018 and has now passed.
Subject to the terms and conditions described in the Offer to Purchase, including the Maximum Tender Offer Cap, the priority for Maximum Tender Notes tendered on or prior to the Early Tender Date described therein, and the proration procedures, Noteholders whose Maximum Tender Notes are tendered after the Early Tender Date, but at or prior to the Maximum Tender Expiration Time, and are accepted for purchase, will receive only the applicable Late Tender Offer Consideration, which consists of the Total Consideration minus the applicable Early Tender Payment, for each US$1,000 principal amount of its tendered Maximum Tender Notes. The Late Tender Offer Consideration is US$1,085.16 per US$1,000.
In addition, Noteholders whose Maximum Tender Notes are purchased in the Maximum Tender Offer and who tendered their Maximum Tender Notes after the Early Tender Date will be paid accrued and unpaid interest on their purchased Maximum Tender Notes from the last interest payment date up to, but not including, the Maximum Tender Final Settlement Date.
The Maximum Tender Early Settlement Date is expected to be 12 March 2018. The Maximum Tender Expiration Time is 11:59 p.m., New York City time, on 22 March 2018 and the Maximum Tender Final Settlement date is expected to be 26 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
