Centrica announces final results of tender offer

Centrica PLC

20 May 2024

 

Centrica plc

(the "Company")

announces the results of its Tender Offer for its Subordinated Resettable Fixed Rate Notes due 2075

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA (the "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA").

20 May 2024. The Company announces today the results of its invitation (the "Offer") to holders of its outstanding £450,000,000 Subordinated Resettable Fixed Rate Notes due 2075 (ISIN: XS1216019585) (the "Notes"), to tender their Notes for purchase by the Company for cash, subject to the conditions described in the tender offer memorandum dated 10 May 2024 (the "Tender Offer Memorandum"), and subject to the offer restrictions set out in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 17 May 2024. As at the Expiration Deadline, £414,693,000 in aggregate principal amount of the Notes was validly tendered for purchase in the Offer.

The Company hereby announces that (subject to the satisfaction, or waiver, of the New Financing Condition on or prior to the Settlement Date) it has decided to accept for purchase £414,693,000 in aggregate principal amount of the Notes validly tendered pursuant to the Offer.

Accrued Interest will also be payable in respect of any Notes accepted for purchase pursuant to the Offer.

Following the Settlement Date, the Company intends to cancel the Notes purchased pursuant to the Offer and, accordingly, the Company will have repurchased and cancelled 92.15 per cent. of the nominal amount of the Notes. As a consequence, the 80 per cent. threshold as described in the Tender Offer Memorandum will have been met and it is the current intention of the Company to exercise its option under the terms and conditions of the Notes to redeem, following settlement of the Offer, all of the Notes that were not validly tendered and accepted for purchase pursuant to the Offer, at their principal amount together with any accrued and unpaid interest (including any outstanding Arrears of Interest (as defined in the terms and conditions of the Notes)) up to (but excluding) the redemption date. However, the Company is not under any obligation to make any such redemption and the Company's intention to do so may change at any time and for various factors existing at that time.

Settlement

Settlement of the Offer and payment of the Purchase Price and Accrued Interest in respect of the Notes accepted for purchase pursuant to the Offer is expected to take place on 22 May 2024.

£35,307,000 in aggregate principal amount of the Notes will remain outstanding after the Settlement Date.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

Barclays Bank PLC and J.P. Morgan Securities plc are acting as the Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as the Tender Agent, and their contact details are set out below.

DEALER MANAGERS
Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]	J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: [phone] Attention: EMEA Liability Management Group Email: [e-mail]
TENDER AGENT
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Attention: Alessandro Zorza Email: [e-mail] Offer Website: https://deals.is.kroll.com/centrica

This announcement is made by Centrica plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA ("UK MAR"), encompassing information relating to the results of the Offer. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Raj Roy, Company Secretary at Centrica plc.

DISCLAIMER Subject to applicable law, the Company or any of its affiliates may at any time following completion of the Offer purchase remaining outstanding Notes by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Company, or if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Offer.

This announcement must be read in conjunction with the Tender Offer Memorandum. If any Noteholder is in any doubt as to the content of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

The distribution of this announcement and/or 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. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes or an invitation to participate in the Offer. The Offer has now expired.

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

 

END