Centrica plc : Dealing disclosure requirements

Centrica plc : Dealing disclosure requirements

Centrica PLC

21 November 2008

This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, the People's Republic of China, Japan, Singapore, the Republic of South Africa or Switzerland.

Centrica plc

Dealing disclosure requirements

Terms used in this announcement shall have the same meanings as set out in the prospectus published by Centrica plc (the ‘Company’) on 31 October 2008.

Further to the announcement made by the Company on 4 August 2008, under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, 'interested' directly or indirectly) in 1% or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of the Company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction.

The directors of the Company announced on 31 October 2008 that the Company intended, subject to the passing of certain shareholder resolutions, to raise approximately £2.2 billion by the issue of New Shares at a price of 160 pence per New Share on the basis of 3 New Shares for every 8 Existing Shares held on the record date of 14 November 2008 (the “Rights Issue”).

In connection with the Rights Issue, the Company has agreed with the Panel Executive that there is no requirement for dealings in entitlements to New Shares under the Rights Issue (whether nil paid or fully paid) to be disclosed under Rule 8 or Rule 38.5 of the Takeover Code provided that, under Rule 8.3, any person who is interested in 1% or more of any class of the Company’s relevant securities at midnight on the day that the New Shares resulting from the Rights Issue are issued (expected to be 15 December 2008), or who was so interested at midnight on the preceding business day, and who in either case either (i) dealt in entitlements to New Shares under the Rights Issue (whether nil paid or fully paid) at any time or (ii) subscribed for all or part of their entitlements under the Rights Issue, must (without prejudice to any disclosure obligations arising otherwise than in relation to dealings in Rights Issue entitlements) disclose their aggregate interests, rights to subscribe and short positions in the Company’s relevant securities by no later than 3.30pm on the business day following the date on which the New Shares resulting from the Rights Issue are issued.

Rules 8.1 and 38.5(b) should be applied accordingly, mutatis mutandis.

For the avoidance of doubt, there is no requirement under Rule 38.5(a) for a connected exempt principal trader which has been granted recognised intermediary status and which is acting in a client serving capacity to disclose either (i) dealings in entitlements to New Shares under the Rights Issue (whether nil paid or fully paid) or (ii) the subscription for New Shares under the Rights Issue.

If you are in any doubt as to whether or not you are required to disclose a dealing, please contact an independent financial adviser authorised under the Financial Services Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number [phone]; fax [phone].

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, the People's Republic of China, Japan, Singapore, the Republic of South Africa or Switzerland. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein (the “Securities”) have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”).

The Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States.