Centrica PLC Centrica final result and pricing of Tender Offers (5744G)

TIDMCNA

RNS Number : 5744G

Centrica PLC

02 March 2018

2 March 2018

Centrica plc

(the "Company")

announces final results and pricing of Tender Offers for certain of its Notes

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

2 March 2018. Further to its indicative results announcement earlier today, the Company announces the final results and pricing of its invitations (together, the "Tender Offers" and each a "Tender Offer") to holders of the following Notes, to tender their Notes for purchase by the Company for cash, subject to the conditions described in the tender offer memorandum dated 22 February 2018 (the "Tender Offer Memorandum"): the outstanding GBP500,000,000 6.375 per cent. Notes due March 2022 (ISIN: XS0416397338) (the "2022 Notes" and the "First Priority Notes"); the outstanding GBP200,000,000 6.400 per cent. Notes due September 2026 (ISIN: XS0265184589) (the "2026 Notes"); the outstanding GBP750,000,000 4.375 per cent. Notes due March 2029 (ISIN: XS0753789980) (the "2029 Notes" and together with the 2026 Notes, the "Second Priority Notes"); the outstanding GBP770,000,000 7.000 per cent. Notes due September 2033 (ISIN: XS0388006123) (the "2033 Notes"); the outstanding GBP550,000,000 4.250 per cent. Notes due September 2044 (ISIN: XS0825385858) (the "2044 Notes" and together with the 2033 Notes, the "Third Priority Notes" and together with the First Priority Notes and the Second Priority Notes, the "Notes"), and in each case in the order of priority listed below subject to the acceptance of a maximum of GBP600,000,000 in aggregate principal amount of the Notes and on the terms and subject to the conditions set out in full in the Tender Offer Memorandum.

The Company hereby announces it will accept for purchase GBP600,000,000 in aggregate principal amount of Notes validly tendered in the Tender Offers, and the Series Acceptance Amount for each Series is set out in the table below, which also includes the relevant Purchase Price, the relevant Accrued Interest, the relevant Reference Rate, the relevant Purchase Yield and, to the extent applicable, any Pro-Rating Factor. None of the Third Priority Notes validly tendered in the Tender Offers will be accepted for purchase.

Tender Offer for the First Priority Notes

 
    Title of          ISIN        Priority     Reference security    Reference   Purchase     Purchase         Series       Purchase   Accrued    Pro-Rating 
    Security                     Acceptance    for Reference Rate      Rate       Spread       Yield         Acceptance      Price*    Interest     Factor 
                                   Level                                                                       Amount 
---------------  -------------  -----------  ---------------------  ----------  ---------  -------------  ---------------  ---------  ---------  ----------- 
 GBP500,000,000   XS0416397338       1         4.00 per cent. UK     0.878 per   45 basis    1.332 per     GBP253,760,000   119.569     6.305        N/A 
   6.375 per                                   Treasury Gilt due       cent.      points       cent.                          per        per 
  cent. Notes                                  March 2022 (ISIN:                            (annualized)                     cent.      cent. 
 due March 2022                                  GB00B3KJDQ49) 
---------------  -------------  -----------  ---------------------  ----------  ---------  -------------  ---------------  ---------  ---------  ----------- 
 

Tender Offer for the Second Priority Notes

 
    Title of          ISIN        Priority     Reference security    Reference   Purchase     Purchase         Series       Purchase   Accrued    Pro-Rating 
    Security                     Acceptance    for Reference Rate      Rate       Spread       Yield         Acceptance      Price*    Interest     Factor 
                                   Level                                                                       Amount 
---------------  -------------  -----------  ---------------------  ----------  ---------  -------------  ---------------  ---------  ---------  ----------- 
 GBP200,000,000   XS0265184589       2         1.50 per cent. UK     1.345 per     110       2.445 per     GBP148,350,000   130.171     0.035        N/A 
   6.400 per                                   Treasury Gilt due       cent.      basis        cent.                          per        per 
  cent. Notes                                   July 2026 (ISIN:                  points                                     cent.      cent. 
 due September                                   GB00BYZW3G56) 
      2026 
---------------  -------------  -----------  ---------------------  ----------  ---------  -------------  ---------------  ---------  ---------  ----------- 
 GBP750,000,000   XS0753789980       2         6.00 per cent. UK     1.501 per     115       2.669 per     GBP197,890,000   116.101     4.291      43.8851 
   4.375 per                                   Treasury Gilt due       cent.      basis        cent.                          per        per      per cent. 
  cent. Notes                                 December 2028 (ISIN:                points    (annualized)                     cent.      cent. 
 due March 2029                                  GB0002404191) 
---------------  -------------  -----------  ---------------------  ----------  ---------  -------------  ---------------  ---------  ---------  ----------- 
 

* For each Series of Notes, the Purchase Price has been determined in the manner described in the Tender Offer Memorandum, by reference to the relevant Purchase Yield, which is rounded to the nearest 0.001 per cent. (with 0.0005 being rounded upwards).

The accrued and unpaid interest on the relevant Series of Notes from and including the immediately preceding interest payment date for such Series of Notes to but excluding the Settlement Date will be payable to each Noteholder who has validly tendered such Series of Notes (and whose Offer to Sell has been accepted) pursuant to the Tender Offers.

Notes purchased by the Company pursuant to the Tender Offers will be cancelled and will not be re-issued or re-sold. Notes which have not been successfully submitted and accepted for purchase pursuant to the Tender Offers will remain outstanding after the Settlement Date.

Settlement

Settlement of the Tender Offers and payment of the relevant Tender Consideration in respect of Notes accepted for purchase is expected to take place on 6 March 2018.

Notes that have not been tendered or accepted for purchase pursuant to the Tender Offers will remain outstanding.

Barclays Bank PLC, Citigroup Global Markets Limited, Société Générale and The Royal Bank of Scotland plc (trading as NatWest Markets) are acting as Joint Dealer Managers for the Tender Offers and Lucid Issuer Services Limited is acting as Tender Agent.

 
                                 THE COMPANY 
 
                                 Centrica plc 
                                  Millstream 
                                Maidenhead Road 
                                    Windsor 
                               Berkshire SL4 5GD 
                                United Kingdom 
 
                            Investors and Analysts 
                           Tel: [phone] 
                            Email: [e-mail] 
 
                                    Media 
                           Tel: [phone] 
                          Email: [e-mail] 
 
                                   Treasury 
                              Tel: [phone] 
                      Email: [e-mail] 
 
                            JOINT DEALER MANAGERS 
 
        Barclays Bank PLC                   Citigroup Global Markets 
                                                     Limited 
      5 The North Colonnade                     Citigroup Centre 
           Canary Wharf                         33 Canada Square 
          London E14 4BB                          Canary Wharf 
          United Kingdom                         London E14 5LB 
                                                 United Kingdom 
 
      Tel: [phone]                  Tel: [phone] 
 Attention: Liability Management        Attention: Liability Management 
              Group                                   Group 
    Email: [e-mail]      Email: [e-mail] 
 
 
 
 Société Générale             The Royal Bank of Scotland 
        Tours Société                               plc 
           Générale                     (trading as NatWest Markets) 
            17, Cours Valmy                             250 Bishopsgate 
      92987 Paris La Défense                       London EC2M 4AA 
                 Cedex                                   United Kingdom 
                 France 
 
         Tel: [phone]                       Tel: [phone] 
    Attention: Liability Management             Attention: Liability Management 
 Email: [e-mail]   Email: [e-mail] 
 
 
                                    THE TER AGENT 
 
                             Lucid Issuer Services Limited 
                                    Tankerton Works 
                                     12 Argyle Walk 
                                    London WC1H 8HA 
                                     United Kingdom 
 
                                 Tel: [phone] 
                               Attention: Thomas Choquet 
                             Email: [e-mail] 
 

This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation.

DISCLAIMER

Subject to applicable law, the Company or any of its affiliates may at any time following completion of the Tender Offers 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 Tender Offers.

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.

OFFER AND DISTRIBUTION RESTRICTIONS

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 Joint 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 Tender Offers.

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

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 02, 2018 09:30 ET (14:30 GMT)