Centrica Tender Offer – Indicative Results

Centrica PLC

12 June 2024

 

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 ANNOUNCEMENT.

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").

Centrica plc

(the "Company")

announces indicative results of its Tender Offer for its £770,000,000 7.00 per cent. Notes due 2033

12 June 2024. The Company today announces the non-binding, indicative results of its invitation (the "Offer") to holders of its outstanding £770,000,000 7.00 per cent. Notes due 2033 (ISIN: XS0388006123) (the "Notes") to tender their Notes for purchase by the Company for cash, subject to the conditions described in the tender offer memorandum dated 4 June 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.

Indicative Results

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 11 June 2024.

As at the Expiration Deadline, £611,280,000 in aggregate nominal amount of the Notes had been validly tendered for purchase pursuant to the Offer.

The Company hereby announces that, in the event it decides to accept valid tenders of any Notes for purchase pursuant to the Offer, the Company expects to set the Final Acceptance Amount at £370,000,000. On the basis of such Final Acceptance Amount, the Company expects to accept for purchase the Notes validly tendered pursuant to the Offer subject to pro rata scaling at a Scaling Factor of approximately 60.4765 per cent., as further described in the Tender Offer Memorandum.

Noteholders should note that this is a non-binding indication of the level at which the Company expects to set the Final Acceptance Amount and the resulting Scaling Factor.

The indicative results of the Offer are summarised as follows:

Notes	ISIN / Common Code	Aggregate Nominal Amount of Notes validly tendered	Indicative Final Acceptance Amount	Indicative Scaling Factor
£770,000,000 7.00 per cent. Notes due 2033	XS0388006123 / 038800612	£611,280,000	£370,000,000	60.4765 per cent.

Pricing and Final Results

Pricing will take place at or around 9:30 a.m. (London time) (the "Pricing Time") today, 12 June 2024. As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Notes pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Benchmark Security Rate, the Purchase Yield, the Purchase Price and (if applicable) details of any pro rata scaling that will be applied to tenders of Notes.

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 14 June 2024.

Notes that have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding.

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

Barclays Bank PLC, BNP Paribas, RBC Europe Limited and SMBC Nikko Capital Markets Limited 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.

THE OFFEROR
Centrica plc Millstream Maidenhead Road Windsor Berkshire SL4 5GD United Kingdom
DEALER MANAGERS
Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]	BNP PARIBAS 16, boulevard des Italiens 75009 Paris France Telephone: [phone] Attention: Liability Management Group Email: [e-mail]
RBC Europe Limited 100 Bishopsgate London EC2N 4AA United Kingdom Telephone: [phone] Attention: Liability Management Email: [e-mail]	SMBC Nikko Capital Markets Limited 100 Liverpool Street London EC2M 2AT United Kingdom Telephone: [phone] Attention: Liability Management 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 and no offer or invitation to acquire any securities is being made pursuant to this announcement.

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