Tender Offer

Tender Offer

Centrica plc

Centrica plc

(“Centrica” or ‘the Company’)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

1 March 2018

CENTRICA PLC ANNOUNCES PRICING OF ANY AND ALL TENDER OFFER

On 22 February 2018, Centrica plc (the “Company”) announced 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, and upon the terms and subject to the conditions set forth in an offer to purchase dated 22 February 2018 (as 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.

The Company hereby confirms that it intends to accept for purchase all Any and All Notes validly tendered and not validly withdrawn at or prior to the Any and All Expiration Time. The Total Consideration payable in respect of such Any and All Notes is set forth in the table below.

Title of Security

Â

CUSIP/ISIN Number

Â

Reference Security

Â

Bloomberg Reference Page

Â

Reference Yield

Â

Fixed Spread

Â

Repurchase Yield

Â

Total Consideration for the Any and All Tender Offer

US$750,000,000 4.000% Senior Notes due 2023

144A: 15639KAA0/ US15639KAA07 Reg S: G2071AAE0/ USG2071AAE04 Â

2.375% U.S. Treasury Notes due January 2023

PX1

2.634%

70 bps

3.334%

US$1,032.47 per US$1,000

In addition, Noteholders whose Any and All Notes are purchased in the Any and All Tender Offer will be paid accrued and unpaid interest on their purchased Any and All Notes from the last interest payment date up to, but not including, the Any and All Settlement Date.

The Any and All Tender Offer will expire at 5:00pm New York City time today, 1 March 2018 (the “Any and All Expiration Time”). The results of the Any and All Tender Offer are expected to be announced on 2 March 2018.

The Early Tender Date for the Maximum Tender Offer is 8 March 2018 and the Maximum Tender Offer will expire on 22 March 2018.

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.

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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