Offer Results of Cash Tender Offers

Offer Results of Cash Tender Offers

Centrica PLC

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (Italy).

1 December 2010

CENTRICA PLC

OFFER RESULTS OF CASH TENDER OFFERS

Centrica plc (the Company) announces the results of its invitations to holders of its outstanding £400,000,000 5.875 per cent. Notes due 2012 (ISIN: XS0137672381) (the Sterling 2012 Notes), €750,000,000 7.125 per cent. Notes due 2013 (ISIN: XS0402535131) (the Euro Notes) and £350,000,000 5.125 per cent. Notes due 2014 (ISIN: XS0416397098) (the Sterling 2014 Notes and, together with the Sterling 2012 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (each such invitation, an Offer and together, the Offers).

The Offers were announced on 23 November 2010 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 23 November 2010 (the Tender Offer Memorandum) prepared by the Company in connection with the Offers. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 3.00 p.m. (London time) on 30 November 2010.

The Company has determined that the Purchase Spreads for each Offer will be (a) 115 bps in respect of the Sterling 2012 Notes, (b) 15 bps in respect of the Euro Notes and (c) 100 bps in respect of the Sterling 2014 Notes. Pricing of the Offers will take place at or around noon (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce (i) the Interpolated Mid-Swap Rate, (ii) each Benchmark Security Rate, (iii) the Purchase Prices for Notes accepted for purchase pursuant to the Offers, and (iv) the Accrued Interest for each Series.

The Company has determined that the Series Acceptance Amount for each Series will be as follows, and that it has decided to accept for purchase (i) £115,501,000 in aggregate nominal amount of the Sterling 2012 Notes, (ii) €353,437,000 in aggregate nominal amount of the Euro Notes, and (iii) £35,109,000 in aggregate nominal amount of the Sterling 2014 Notes.

Accordingly, the Company will accept for purchase all Sterling 2012 Notes and Euro Notes tendered pursuant to valid Non-Competitive Tender Instructions (being Tender Instructions that did not specify a purchase spread or specified a purchase spread greater than or equal to the relevant Maximum Purchase Spread), and will not accept for purchase any Sterling 2012 Notes or Euro Notes tendered pursuant to Competitive Tender Instructions. There will not be any scaling of tenders of Sterling 2012 Notes or Euro Notes made pursuant to valid Non-Competitive Tender Instructions.

The Company will also accept for purchase Sterling 2014 Notes tendered pursuant to valid Non-Competitive Tender Instructions, subject to application of a scaling factor of 50 per cent. The Company will not accept for purchase any Sterling 2014 Notes tendered pursuant to Competitive Tender Instructions.

The Settlement Date is expected to be on 6 December 2010.

HSBC Bank plc and The Royal Bank of Scotland plc are acting as Dealer Managers for the Offers. Lucid Issuer Services Limited is acting as Tender Agent. For detailed terms of the Offers please refer to the Tender Offer Memorandum.

DEALER MANAGERS
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: [phone] / 1444 Attention: Liability Management Group Email: [e-mail]	Â	Â	Â	The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom Telephone: [phone] / 5991 Attention: Gianmarco Deiana / Ally Richardson Email: [e-mail]
TENDER AGENT
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: [phone] Fax: [phone] Attention: Lee Pellicci / Thomas Choquet Email: [e-mail]
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Journalists and news organisations with enquiries in respect of the Company should contact the Company's Media Relations Team on [phone].

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and 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 Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.