Centrica plc announces cash tender offer for an...

Centrica plc announces cash tender offer for any and all of its 4.000% senior notes due 2023

Centrica plc

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

22 February 2018

CENTRICA PLC ANNOUNCES CASH TENDER OFFER FOR ANY AND ALL OF ITS 4.000% SENIOR NOTES DUE 2023 AND UP TO US$250,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF ITS 5.375% SENIOR NOTES DUE 2043

Centrica plc (the “Company”) today announces 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 below, and upon the terms and subject to the conditions set forth in an offer to purchase dated 22 February 2018 (as it may be 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.

Summary of the Tender Offers

Any and All Notes

Title of Security	Â	CUSIP/ISIN Number	Â	Principal Amount Outstanding	Â	Reference Security	Â	Bloomberg Reference Page	Â	Fixed Spread
4.000% senior notes due 2023	Â	144A:15639KAA0/ US15639KAA07 Reg S: G2071AAE0/ USG2071AAE04	Â	US$750,000,000	Â	  2.375% U.S. Treasury notes due January 2023	Â	PX1	Â	70 bps

Maximum Tender Notes

Title of Security

Â

CUSIP/ISIN Number

Â

Principal Amount Outstanding

Â

Reference Security

Â

Bloomberg Reference Page

Â

Fixed Spread

Â

Early Tender Payment(b)

5.375% senior notes due 2043

Â

144A: 15639KAB8/ US15639KAB89 Reg S: G2071AAF7/ USG2071AAF78

Â

US$600,000,000

Â

2.750% U.S. Treasury notes due November 2047

Â

PX1

Â

130 bps

Â

US$50 per US$1,000

Purpose of the Tender Offers

The Tender Offers are being made as part of the implementation of the Company’s financial framework and resulting decrease in net debt, and are intended to achieve a more efficient balance sheet structure. Securities purchased in the Tender Offers will be retired and cancelled. The Company expects to fund the repurchase of the Securities accepted for purchase pursuant to the Tender Offers with cash on hand.

Purchase Price and Accrued Interest

The “Total Consideration” payable for each series of Securities will be a price per US$1,000 principal amount of such series of Securities equal to an amount, calculated in accordance with Schedule A to the Offer to Purchase and with reference to the Any and All Settlement Date or Maximum Tender Early Settlement Date, as applicable, that would reflect a yield to the applicable maturity date of such series of Securities equal to the sum of (i) the Reference Yield for such series of Securities, determined at the Any and All Price Determination Time in the case of the Any and All Tender Offer and at the Maximum Tender Price Determination Time in the case of the Maximum Tender Offer, plus (ii) the fixed spread applicable to such series of Securities, as set forth in the tables above (the “Fixed Spread”), in each case (as set out in the calculation in Schedule A to the Offer to Purchase) minus the applicable Accrued Interest on the Securities from, and including, the most recent interest payment date prior to the applicable Settlement Date up to, but not including, the Any and All Settlement Date or Maximum Tender Early Settlement Date, as applicable. The Total Consideration includes the Early Tender Payment in the case of the Maximum Tender Notes.

Subject to the terms and conditions described in the Offer to Purchase, the Total Consideration, as calculated using the Fixed Spread for the Maximum Tender Notes set forth in the second table on the first page of this announcement, includes the Early Tender Payment. Holders of any Maximum Tender Notes that are validly tendered after the Early Tender Date but on or prior to the Maximum Tender Expiration Time and that are accepted for purchase will receive the applicable Total Consideration minus an amount in cash (the “Early Tender Payment”) equal to the applicable amount set forth in the second table on the first page of this announcement under the heading “Early Tender Payment”, for each US$1,000 principal amount of such validly tendered and accepted Maximum Tender Notes (the “Late Tender Offer Consideration”).

The Early Tender Payment is not applicable to the Any and All Tender Offer.

In addition to the relevant Total Consideration or the Late Tender Offer Consideration, as applicable, all Holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Any and All Settlement Date, the Guaranteed Delivery Settlement Date, the Maximum Tender Early Settlement Date or the Maximum Tender Final Settlement Date, as applicable and which will be an amount per US$1,000 principal amount of the relevant series of Securities (“Accrued Interest”), payable on the Any and All Settlement Date, the Guaranteed Delivery Settlement Date, the Maximum Tender Early Settlement Date or the Maximum Tender Final Settlement Date.

Acceptance of tendered notes

The Company intends to accept for purchase any and all of the Any and All Notes that have been validly tendered and not validly withdrawn at the Any and All Expiration Time.

Subject to the terms and conditions of the Maximum Tender Offer, the Company is offering to purchase Maximum Tender Notes in an aggregate principal amount not exceeding the Maximum Tender Offer Cap.

If the aggregate principal amount of the Securities tendered in the Maximum Tender Offer would exceed the Maximum Tender Offer Cap, the amount of such Securities purchased may be subject to proration. If the Company purchases on the Maximum Tender Early Settlement Date, Maximum Tender Notes in an aggregate principal amount equal to the Maximum Tender Offer Cap, then no Maximum Tender Notes tendered after the Early Tender Date may be purchased pursuant to the Maximum Tender Offer unless the Company increases the Maximum Tender Offer Cap.

If the purchase of all validly tendered Maximum Tender Notes would result in the acceptance of an aggregate principal amount greater than the Maximum Tender Offer Cap, then the Maximum Tender Offer will be oversubscribed and if the Company accepts Maximum Tender Notes in the Maximum Tender Offer, any Maximum Tender Notes accepted for purchase may be so accepted on a prorated basis, with the aggregate principal amount of each Holder’s validly tendered Maximum Tender Notes accepted for purchase determined by multiplying each Holder’s tender by the applicable proration factor, and rounding the product down to the nearest US$1,000 principal amount.

The Company reserves the right to increase or decrease the Maximum Tender Offer Cap, subject to compliance with applicable law. There can be no assurance that the Company will exercise its right to increase or decrease the Maximum Tender Offer Cap. The Company reserves the right, in its sole and absolute discretion, not to purchase any Securities, subject to applicable law. The Company may, in its sole discretion, extend, re-open, amend, waive in whole or in part any condition to, withdraw and/or terminate the Tender Offers, as provided in the Offer to Purchase.

Conditions to the Tender Offers

The completion of the Tender Offers is subject to, among other things, the conditions to the Tender Offers set out in the Offer to Purchase. Securities that are not successfully tendered for purchase pursuant to the Tender Offers 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 Securities.

Guaranteed Delivery

If a Holder desires to tender its Any and All Notes and if time will not permit such Holder to comply with the procedures of the relevant Clearing System to submit a valid tender instruction before the Any and All Expiration Deadline, the Holder may nevertheless tender the Any and All Notes, provided that the Holder delivers the Notice of Guaranteed Delivery and satisfies all other conditions set forth in the Offer to Purchase.

Expected Timetable of Key Events

All references to dates and times are to New York City dates and times. Additionally, beneficial owners should be aware that their custodian bank, broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Tender Offers.

You should take note of the following indicative dates in connection with the Any and All Tender Offer:

Date	Â	Calendar Date and Time	Â	Event
Commencement Date	Â	February 22, 2018.	Â	The commencement date of the Any and All Tender Offer.
Any and All Price Determination Time	Â	At or around 11:00 a.m., New York City time, on March 1, 2018, unless extended by the Company.	Â	The time and date for determining the Total Consideration with respect to the Any and All Notes.
Any and All Withdrawal Deadline	Â	5:00 p.m., New York City time, on March 1, 2018, unless extended by the Company.	Â	The last time and day for you to validly withdraw tenders of Any and All Notes.
Any and All Expiration Time	Â	5:00 p.m., New York City time, on March 1, 2018, unless extended by the Company.	Â	The last time and day for you to tender Any and All Notes pursuant to the Any and All Tender Offer.
Any and All Results Announcement Date	Â	March 2, 2018, or as soon as practicable following the Any and All Expiration Time.	Â	The date which the Company will announce the results of the Any and All Tender Offer.
Guaranteed Delivery Expiration Date	Â	5:00 p.m., New York City time, on March 5, 2018, the second business day after the Any and All Expiration Time, unless extended by the Company.	Â	The last time and date for delivery to the Tender and Information Agent of Any and All Notes in respect of which a Notice of Guaranteed Delivery was delivered at or prior to the Any and All Expiration Time.
Any and All Settlement Date	Â	A date promptly after the Any and All Expiration Time when the Company makes payment in same-day funds for purchased Any and All Notes. It is expected that the Any and All Settlement Date will be March 5, 2018, the second business day after the Any and All Expiration Time.	Â	The date for payment of the Total Consideration, plus Accrued Interest, for your Any and All Notes accepted for purchase (other than Any and All Notes which are accepted for purchase pursuant to the guaranteed delivery procedures).
Guaranteed Delivery Settlement Date	Â	A date, promptly after the Any and All Expiration Time and expected to be the third business day following the Any and All Expiration Time, or March 6, 2018.	Â	The date for payment of the Total Consideration, plus Accrued Interest, for your Any and All Notes accepted for purchase pursuant to the guaranteed delivery procedures, if any. For the avoidance of doubt, interest will cease to accrue on the Any and All Settlement Date for all Any and All Notes accepted in the Any and All Tender Offer, including those tendered by the guaranteed delivery procedures set forth herein.

You should take note of the following indicative dates in connection with the Maximum Tender Offer:

Date	Â	Calendar Date and Time	Â	Event
Commencement Date	Â	February 22, 2018.	Â	The commencement date of the Maximum Tender Offer.
Maximum Tender Withdrawal Deadline	Â	5:00 p.m., New York City time, on March 7, 2018, unless extended by the Company.	Â	The last time and day for you to validly withdraw tenders of the Maximum Tender Notes.
Early Tender Date	Â	5:00 p.m., New York City time, on March 7, 2018, unless extended by the Company.	Â	The last time and day for you to tender the Maximum Tender Notes in order to be eligible to receive the applicable Total Consideration. If you validly tender Maximum Tender Notes after the Early Tender Date, you will be eligible to receive only the applicable Late Tender Offer Consideration, which is equal to the applicable Total Consideration, minus the applicable Early Tender Payment.
Maximum Tender Price Determination Time	Â	At or around 11.00 a.m., New York City time on March 8, 2018, unless extended by the Company.	Â	The time and date for determining the applicable Total Consideration and the Late Tender Offer Consideration with respect to the Maximum Tender Notes.
Maximum Tender Early Results Announcement Date	Â	March 8, 2018, or as soon as practicable following the Early Tender Date.	Â	The date which the Company will announce the early results of the Maximum Tender.
Maximum Tender Early Settlement Date	Â	A date promptly after the Early Tender Date when the Company makes payment in same-day funds for all of the Maximum Tender Notes tendered on or prior to the Early Tender Date and accepted for purchase pursuant to the applicable Maximum Tender Offer. It is expected that the Maximum Tender Early Settlement Date will be March 9, 2018, the second business day after the Early Tender Date.	Â	The date for payment of the applicable Total Consideration plus Accrued Interest with respect to the Maximum Tender Notes you validly tendered on or prior to the Early Tender Date and that are accepted for purchase.
Maximum Tender Expiration Time	Â	11:59 p.m., New York City time, on March 21, 2018, unless extended by the Company.	Â	The last time and day for you to tender the Maximum Tender Notes pursuant to the Maximum Tender Offer.
Maximum Tender Final Settlement Date	Â	A date promptly after the Maximum Tender Expiration Time when the Company makes payment in same-day funds for all of the Maximum Tender Notes tendered after the Early Tender Date and accepted for purchase pursuant to the applicable Maximum Tender Offer. It is expected that the Maximum Tender Final Settlement Date will be March 23, 2018, the second business day after the Maximum Tender Expiration Time.	Â	The date for payment of the Late Tender Offer Consideration plus Accrued Interest with respect to your Maximum Tender Notes that you validly tendered after the Early Tender Date and on or prior to the Maximum Tender Expiration Time and that are accepted for purchase.

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: [phone]
Email:[e-mail]

Media
Tel: [phone]
Email:[e-mail]

Treasury
Tel: [phone]
Email:[e-mail]

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: [phone]
Email:[e-mail]

Citigroup Global Markets Limited
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
Attn: Liability Management Group
London: [phone]
U.S. Toll-Free: [phone]
U.S.: [phone]
Email:[e-mail]

RBS Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
United States
U.S.: [phone]
Toll Free; [phone]
International: [phone]
Attention: Liability Management
Email:[e-mail]

Société Générale
Tours Société Générale
17, Cours Valmy
92987 Paris La Défense Cedex
France
U.S. Toll Free: [phone]
U.S.: [phone]
Europe: [phone]
Attention: Liability Management
Email:[e-mail]

The Information and Tender Agent

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: [phone]
Fax: [phone]
Attention: Thomas Choquet
Email:[e-mail]

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.

DISCLAIMER

This announcement must be read in conjunction with the Offer to Purchase. No offer or invitation to acquire or exchange any notes is being made pursuant to this announcement. This announcement and the Offer to Purchase contain important information, which must be read carefully before any decision is made with respect to the Tender Offers. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Tender Offers. None of the Company, the Joint Dealer Managers, the Information and Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Tender Offers.

Nothing in this announcement constitutes an offer of securities in the United States of America. The securities referred to above have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers are not being made by, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, this Offer to Purchase and such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this Offer to Purchase and such documents and/or materials as a financial promotion is only being directed at and made to (i) persons who are outside the United Kingdom, (ii) investment professionals (as defined in Article 19(5) of the Financial Promotion Order, (iii) persons who are within Article 43(2) of the Financial Promotion Order (including any creditors of the Company), or (iv) any other persons to whom it may otherwise lawfully be communicated in accordance with the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”) and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement, the Offer to Purchase or any of its contents.

Italy

None of the Tender Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offers are being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended.

Any holder or beneficial owner of Securities may tender their Securities for purchase in the Tender Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities, this announcement or the Offer to Purchase.

France

The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France (“France”). None of this announcement, the Offer to Purchase or any other document or material relating to the Tender Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, in each case acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offers. None of this announcement, the Offer to Purchase or any other document or material relating to any of the Tender Offers has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

General

Neither this announcement nor the Offer to Purchase constitutes an offer to buy or the solicitation of an offer to sell Securities (and Offers to Sell will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Tender Offers to be made by a licensed broker or dealer or similar and any of the Joint Dealer Managers or any of the Joint Dealer Managers' respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, the Tender Offers shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each Holder participating in the Tender Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Offer to Purchase. Any tender of Securities for purchase pursuant to the Tender Offers from a Holder that is unable to make these representations may be rejected. Each of the Company, the Joint Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any tender of the Securities for purchase pursuant to the Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender may be rejected.

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

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