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Centrica PLC (CNA)

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Thursday 27 August, 2009

Centrica PLC

Venture offer wholly unconditional

Venture offer wholly unconditional

Centrica PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 August 2009

Centrica plc

Mandatory Cash Offer

by Centrica Resources (UK) Limited (“Centrica Resources”)

a wholly-owned subsidiary of Centrica plc

for

Venture Production plc (“Venture”)

Offer wholly unconditional

Centrica Resources announces that the Offer is wholly unconditional and notes that the recommendation of Venture’s Board that Shareholders accept the Offer is also now unconditional.

As at 3.00 p.m. (London time) on Thursday 27 August 2009, Centrica Resources had received valid acceptances of the Offer and was, together with its nominee, the registered holder in respect of a total of 96,129,759 Shares which may be counted towards satisfaction of the acceptance condition to the Offer, representing approximately 64.2 per cent. of the current issued share capital of Venture. Within this Centrica Resources has received valid acceptances in respect of 24,168,706 Shares, representing approximately 16.1 per cent. of the current issued share capital of Venture and is, together with its nominee, the registered holder of 71,961,053 Shares, representing approximately 48.0 per cent. of the current issued share capital of Venture.

In addition to the Shares referred to above, Centrica Resources has also acquired, subject to settlement, 3,194,677 Shares, representing approximately 2.1 per cent. of the current issued share capital of Venture. Accordingly, as at 3.00 p.m. (London time) on Thursday 27 August 2009, Centrica Resources owned, had agreed to acquire or had received valid acceptances of the Offer in respect of a total of 99,324,436 Shares, representing approximately 66.3 per cent. of the current issued share capital of Venture.

Extension of Offer

Centrica Resources announces that the Offer will remain open for acceptance until further notice.

As a result of this extension, 1.00 p.m. (London time) on Monday 14 September 2009 is no longer a closing date for the Offer and, therefore, no announcement of the level of acceptances as of that date will be made.

Acceptance procedure

To accept the Offer in respect of Shares held in certificated form (that is, not in CREST), Shareholders should complete, sign and return the Form of Acceptance which accompanied the offer document posted to Shareholders on 16 July 2009 (the 'Offer Document') and which was re-sent to Shareholders on 22 August 2009, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible.

If you have lost your Form of Acceptance please telephone Equiniti on 0871 384 2857 or, if calling from overseas, +44 121 415 7571, to request a replacement.

To accept the Offer in respect of Shares held in uncertificated form (that is, in CREST), Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible.

Shareholders who have not accepted the Offer are urged to do so as soon as possible.

Settlement

Except as provided in paragraph 6 of Part B of Appendix I to the Offer Document in the case of Shareholders who are not resident in the UK or the United States, settlement of the consideration to which Shareholders are entitled under the Offer will be despatched to validly accepting Shareholders: (i) in the case of acceptances received, valid and complete in all respects, as at 3.00 p.m. today, within 7 days of today’s date; or (ii) in the case of acceptances received, valid and complete in all respects, after 3.00 p.m. today but while the Offer remains open for acceptance, within 7 days of such receipt, and in either case in the manner otherwise described in paragraph 18 of Part I of the Offer Document.

Convertible Bond offer

Centrica Resources further announces that the Convertible Bond offer, which was made by Centrica Resources on Wednesday 29 July 2009, is now wholly unconditional, and is being extended and will remain open until further notice.

As a result of this extension, 1.00 p.m. (London time) on Monday 14 September 2009 is no longer a closing date for the Convertible Bond offer.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries

Centrica Investor Relations     01753 494 900
Centrica Media Relations 08450 728 001
 
Julian Metherell Goldman Sachs International 020 7774 1000
Mark Sorrell
Phil Raper
 
Bob McGuire J.P. Morgan Cazenove 020 7588 2828
Barry Weir
 
Mark Crossley RBS 020 7678 8000
Andrew Foster

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

APPENDIX

1. Interests in relevant securities

Except:

(a) as disclosed in this announcement; and

(b) for £75,500,000 Convertible Bonds held by Centrica Resources (which Centrica Resources understands are currently convertible into 8,287,596 Shares), which constitute 50 per cent. of the total number of Convertible Bonds,

since the commencement of the Offer Period, neither Centrica Resources, nor any of the directors of Centrica Resources, nor, so far as Centrica Resources is aware, any person acting in concert (within the meaning of the Code) with Centrica Resources has owned or has controlled any Shares or any securities convertible or exchangeable into Shares (including pursuant to any short or long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or has held any options (including traded options) in respect of, or has had any option to acquire, any Shares or has entered into any derivatives referenced to Shares (“Relevant Shares”) which remain outstanding, nor has any such person had any arrangement in relation to Relevant Shares. An “arrangement” for these purposes also includes any indemnity or option arrangement, or any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Shares which may be an inducement to deal or refrain from dealing in such securities, or any borrowing or lending of Relevant Shares that have not been on-lent or sold.

In addition to the above, as required by the Code, Centrica Resources confirms as follows:

(a) no acceptances of the Offer have been received from parties acting in concert (within the meaning of the Code) with Centrica Resources; and

(b) neither Centrica Resources, nor any person acting in concert (within the meaning of the Code) with Centrica Resources, has received any irrevocable commitments or letters of intent in respect of Shares to accept the Offer.

2. Sources of information and bases of calculation

Unless otherwise stated, in this announcement:

(a) statements made by reference to the existing issued share capital of Venture are based on 149,769,828 Shares being in issue (as sourced from the Regulatory Information Service announcement released by Venture on 18 March 2009); and

(b) reference to the number of Shares that would result from the conversion of £75,500,000 Convertible Bonds is based on the current conversion price of 911 pence per Share.

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Centrica and Centrica Resources as financial adviser in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of Goldman Sachs International or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document.

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Centrica and Centrica Resources as financial adviser in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of J.P. Morgan Cazenove or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document.

RBS Corporate Finance Limited and RBS Hoare Govett Limited, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for Centrica and Centrica Resources as financial advisers in relation to the Offer and are not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of RBS Corporate Finance Limited and RBS Hoare Govett Limited or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document.

The Offer is made solely by Centrica Resources and neither Goldman Sachs International nor J.P. Morgan Cazenove nor RBS Corporate Finance Limited nor RBS Hoare Govett Limited nor any of their respective affiliates are making the Offer.

The Offer is for the securities of a corporation organised under the laws of Scotland and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of The City Code on Takeovers and Mergers (the “Code”). Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.

It may be difficult for US holders of Shares and other securities to enforce their rights and any claim arising out of the US federal securities laws, since Centrica Resources and Centrica and Venture are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. US holders of Venture securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Centrica Resources or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the Exchange Act, Goldman Sachs International, J.P. Morgan Cazenove, RBS Corporate Finance Limited, RBS Hoare Govett Limited and their respective affiliates will continue to act as exempt principal traders in Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the Exchange Act. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

The receipt of cash pursuant to the Offer by a US Shareholder will be a taxable transaction for US federal income tax purposes. Please see Part I of the Offer Document for a discussion of certain UK and US federal income tax consequences of the Offer. Each holder of Venture securities is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

The distribution of the Offer Document in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession the Offer Document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Offer is not directed to Shareholders located in the US state of Oregon. Centrica Resources will not accept securities tendered by, or make cash payments to, Shareholders located in Oregon unless such Shareholder is represented by and acting through a broker-dealer registered in Oregon who accepts responsibility for effecting the transaction.

Unless otherwise determined by Centrica Resources, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Centrica Resources, copies of documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the US Securities and Exchange Commission (the 'SEC') nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of the Offer Document. Any representation to the contrary is a criminal offence.

The Offer Document has been prepared for the purposes of complying with English and Scottish law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England or Scotland.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, “interested” (directly or indirectly) in 1 per cent. or more of any class of “relevant securities” of Venture, all “dealings” in any “relevant securities” of that company (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3.30 p.m. on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of Venture, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all “dealings” in “relevant securities” of Venture by Centrica or Venture, or by any of their respective “associates”, must be disclosed by no later than 12.00 noon on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8 you should consult the Panel.

Venture American Depositary Shares

The Offer shall not extend to American Depositary Shares (“Venture ADSs”) with respect to Shares. In order for holders of Venture ADSs to participate in the Offer, such holders would need first to withdraw their underlying Shares from the relevant depositary facility, by exchanging their Venture ADSs with the relevant depositary for the underlying Shares in time to be able to participate in the Offer, or make such other arrangements as the depositary may agree to in order for it to accept the offer on their behalf.

Publication on Centrica website

A copy of this announcement and the Offer Document is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Centrica's website at www.centrica.com during the course of the Offer.


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