Final Pricing of Cash Tender Offers

Final Pricing 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

FINAL PRICING OF CASH TENDER OFFERS

Centrica plc (the Company) announces the final pricing 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 Series Acceptance Amounts and the Purchase Spreads were announced by the Company earlier today.

The cash purchase price the Company will pay for:

(a) the Sterling 2012 Notes validly tendered and accepted for purchase, will be 107.508 per cent. of the nominal amount of the relevant Sterling 2012 Notes, together with an Accrued Interest Payment of £5.47 per £1,000 in nominal amount of the relevant Sterling 2012 Notes;

(b) the Euro Notes validly tendered and accepted for purchase, will be 114.908 per cent. of the nominal amount of the relevant Euro Notes, together with an Accrued Interest Payment of €70.66 per €1,000 in nominal amount of the relevant Euro Notes; and

(c) the Sterling 2014 Notes validly tendered and accepted for purchase, will be 109.324 per cent. of the nominal amount of the relevant Sterling 2014 Notes, together with an Accrued Interest Payment of £50.69 per £1,000 in nominal amount of the relevant Sterling 2014 Notes.

A summary of the pricing terms for the Offers appears below:

	Â	Benchmark Security Rate	Â	Interpolated Mid-Swap Rate	Â	Purchase Spread	Â	Purchase Yield	Â	Purchase Price
Sterling 2012 Notes		0.672 per cent.		-		115 bps		1.822 per cent.		107.508 per cent.
Euro Notes		-		1.822 per cent.		15 bps		1.972 per cent.		114.908 per cent.
Sterling 2014 Notes		1.627 per cent.		-		100 bps		2.627 per cent.		109.324 per cent.

The Settlement Date is expected to be on 6 December 2010. Following settlement of the Offers on the Settlement Date, the Company intends to cancel all Notes purchased by it pursuant to the Offers.

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	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]

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.