Rule 8.1 - Venture Production plc/Centrica plc

Rule 8.1 - Venture Production plc/Centrica plc

Centrica PLC

FORM 8.1

DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES

FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

(Rules 8.1(a) and (b)(i) of the Takeover Code)

1. KEY INFORMATION

Name of person dealing (Note 1)	Â	CENTRICA RESOURCES (UK) LIMITED, a wholly-owned subsidiary of CENTRICA PLC
Company dealt in		VENTURE PRODUCTION PLC
Class of relevant security to which the dealings being disclosed relate (Note 2)		ORDINARY SHARES OF 0.4 PENCE EACH   3.25% CONVERTIBLE UNSECURED BONDS DUE 2010
Date of dealing		10 JULY 2009

2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

Â	Â	Long	Â	Short
Â		Number (%)		Number (%)
(1) Relevant securities   Ordinary Shares   3.25% Convertible Unsecured Bonds due 2010		43,400,321 (28.98% of issued share capital) £75,500,000 (50.00% of issued 3.25% convertible unsecured bonds due 2010)		N/A
(2) Derivatives (other than options)		N/A		N/A
(3) Options and agreements to purchase/sell		N/A		N/A
Total   Ordinary Shares   3.25% Convertible Unsecured Bonds due 2010		  43,400,321 (28.98%)   £75,500,000 (50.00%)		N/A

(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

Class of relevant security:	Â	Long	Â	Short
Â		Number (%)		Number (%)
(1) Relevant securities		N/A		N/A
(2) Derivatives (other than options)		N/A		N/A
(3) Options and agreements to purchase/sell		N/A		N/A
Total		N/A		N/A

(c) Rights to subscribe (Note 3)

Class of relevant security:	Â	Details
N/A		N/A

3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale	Â	Number of securities	Â	Price per unit (Note 5)
PURCHASE of Ordinary Shares		8,108,328		845 pence per unit
PURCHASE of 3.25% Convertible Unsecured Bonds due 2010		£75,500,000		£1 per £1 nominal

(b) Derivatives transactions (other than options)

Product name, e.g. CFD	Â	Long/short (Note 6)	Â	Number of securities (Note 7)	Â	Price per unit (Note 5)
N/A		N/A		N/A		N/A

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product name, e.g. call option

Â

Writing, selling, purchasing, varying etc.

Â

Number of securities to which the option relates (Note 7)

Â

Exercise price

Â

Type, e.g. American, European etc.

Â

Expiry Date

Â

Option money paid/received per unit (Note 5)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

(ii) Exercising

Product name, e.g. call option	Â	Number of securities	Â	Exercise price per unit (Note 5)
N/A		N/A		N/A

(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8)	Â	Details	Â	Price per unit (if applicable) (Note 5)
N/A		N/A		N/A

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

Please note that the acquisition of £75,500,000 3.25% Convertible Unsecured Bonds due 2010 is conditional on the Panel on Takeovers and Mergers providing a binding inter partes ruling that the sale and purchase of the convertible bonds: (i) is not prohibited by Rule 16 of the City Code on Takeovers and Mergers (the “Code”) or Rule 5 of the Code; and (ii) does not trigger any obligations under Rule 6.1 of the Code, and such ruling of the Panel on Takeovers and Mergers not being successfully challenged or overturned.

Is a Supplemental Form 8 attached? (Note 9) NO

Date of disclosure	Â	10 JULY 2009
Contact name		Phil Raper, Goldman Sachs International
Telephone number		020 7774 1000
Name of offeree/offeror with which associated		Centrica plc
Specify category and nature of associate status (Note 10)		Connected adviser

Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel’s website at www.thetakeoverpanel.org.uk