Centrica plc Announces Clarification in Relatio...

Centrica plc Announces Clarification in Relation to Cash Tender Offers

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.

23 February 2018

CENTRICA PLC ANNOUNCES CLARIFICATION IN RELATION TO CASH TENDER OFFERS 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 clarifications to the 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”), made 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, except as set out in “Summary of the Clarifications” below. Copies of the Offer to Purchase are available, subject to the offer and distribution restrictions contained therein, from the Information and Tender Agent at www.lucid-is.com/centrica.

Summary of the Clarifications

The “Total Consideration” payable for each series of Securities will reflect a yield to the “Call Date” (as defined below) rather than the maturity date of such series of Securities. Therefore, all references in the Offer to Purchase (and any other materials relating to the Tender Offers) to “applicable maturity date” shall be changed to “applicable Call Date”. “Call Date” means, (i) in the case of the Any and All Notes, 16 July 2023, and (ii) in the case of the Maximum Tender Notes, 16 April 2043.

All references in the Offer to Purchase (and any other materials relating to the Tender Offers) to “yield to maturity” shall be changed to “yield to the applicable Call Date”.

All references in the Offer to Purchase (and any other materials relating to the Tender Offers) to “remaining payments of principal and interest on such series of Securities to maturity” shall be changed to “remaining payments of principal and interest on such series of Securities to the applicable Call Date.”

The terms “Maximum Tender Withdrawal Deadline”, “Early Tender Date”, “Maximum Tender Price Determination Time”, “Maximum Tender Early Results Announcement Date”, “Maximum Tender Early Settlement Date”, “Maximum Tender Expiration Time” and “Maximum Tender Final Settlement Date” shall have the meanings set out under “Expected Timetable of Key Events” below.

Expected Timetable of Key Events

The indicative timetable in respect of the Any and All Tender Offer contained in the Offer to Purchase will not be amended as a result of the abovementioned clarification of the terms of the Tender Offers.

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

Date	Â	Calendar Date and Time	Â	Event
Commencement Date		February 22, 2018.		The commencement date of the Maximum Tender Offer.
Maximum Tender Withdrawal Deadline		5:00 p.m., New York City time, on March 8, 2018, unless extended by the Company.		The last time and day for you to validly withdraw tenders of the Maximum Tender Notes.
Early Tender Date		5:00 p.m., New York City time, on March 8, 2018, unless extended by the Company.		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		At or around 11:00 a.m., New York City time on March 9, 2018, unless extended by the Company.		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		March 9, 2018, or as soon as practicable following the Early Tender Date.		The date which the Company will announce the early results of the Maximum Tender.
Maximum Tender Early Settlement Date		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 12, 2018, the second business day after the Early Tender Date.		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		11:59 p.m., New York City time, on March 22, 2018, unless extended by the Company.		The last time and day for you to tender the Maximum Tender Notes pursuant to the Maximum Tender Offer.
Maximum Tender Final Settlement Date		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 26, 2018, the second business day after the Maximum Tender Expiration Time.		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 (including as clarified by this announcement). 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.

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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