Centrica PLC — Capital/Financing Update 2012

Jan 31, 2012

31 January 2012

CENTRICA PLC

Issue of EUR 100,000,000 Fixed Rate Notes due 01 February 2019

under the U.S.$8,000,000,000

Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 27 September, 2011 (the Base Prospectus) which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing during normal business hours and copies may be obtained from the registered office of the Issuer at Millstream, Maidenhead Road, Windsor, Barkshire SL4 5GD and from HSBC Bank plc at C Canada Square, London E14 5HQ.

1. Issuer: Centrica plc

2. (i) Series Number: 19
   (ii) Tranche Number: 1

3. Specified Currency or Currencies: EUR

4. Aggregate Nominal Amount:
   (i) Series: EUR 100,000,000
   (ii) Tranche: EUR 100,000,000

5. (i) Issue Price: 100 per cent. of the Aggregate Nominal Amount

6. (i) Specified Denomination(s): EUR 100,000
   (ii) Calculation Amount: The Specified Denomination

7. (i) Issue Date and Interest Commencement Date: 01 February 2012
   (ii) Interest Commencement Date (if different from the Issue Date): Issue Date

8. Maturity Date: 01 February 2019

9. Interest Basis: 3.2133 percent. Fixed Rate (further particulars specified below)

10. Redemption/Payment Basis: Redemption at par

11. Change of Interest Basis or Redemption/Payment Basis: Not Applicable

12. Put/Call Options: Not Applicable

13. (i) Status of the Notes: Senior Unsecured
    (ii) Date Board approval for issuance of Notes obtained: 23 September 2011
    (N.B. Only relevant where Board (or similar) authorisation is required for the particular Tranche of Notes)

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1. Method of distribution: Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions

| (i) Rate(s) of Interest: | Applicable
3.2133 per cent. per annum payable annually in
arrear |
| --- | --- |
| (ii) Interest Payment Date(s): | 01 February in each year, commencing on 01
February 2013 up to and including the Maturity Date,
subject to adjustment in accordance with the
Modified Following Business Day Convention |
| (iii) Fixed Coupon Amount(s): | EUR 3,213.30 per Calculation Amount |
| (iv) Broken Amount(s): | Not Applicable |
| (v) Day Count Fraction: | 30/360 |
| (vi) Determination Date(s): | Not Applicable |
| (vii) Other terms relating to the method of
calculating Interest for Fixed Rate Notes: | Interest Periods will not be adjusted in accordance
with a Business Day Convention |

1. Floating Rate Note Provisions: Not Applicable

2. Zero Coupon Note Provisions: Not Applicable

3. Index Linked Interest Note Provisions: Not Applicable

4. Dual Currency Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Issuer Call: Not Applicable

2. Investor Put: Not Applicable

3. Final Redemption Amount of each Note: EUR 100,000 per Calculation Amount

4. Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7(e)): As set out in the conditions

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

| (i) Form | Bearer Notes:
Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
definitive Bearer Notes only upon an Exchange
Event |
| --- | --- |
| (ii) New Global Note: | Yes |

1. Additional Financial Centre(s) or other special provisions relating to Payment Dates: The definition of "Payment Day" in condition 6(f) shall be deemed to be amended to read as follows:

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1. Talons for future Coupons or Receipts to be attached to Definitive Notes in bearer form (and dates on which such Talons mature):
2. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
3. Details relating to Instalment Notes:
   (i) Instalment Amount(s):
   (ii) Instalment Date(s):
4. Redenomination applicable:
5. Other final terms:

DISTRIBUTION

1. (i) If syndicated, names of Managers:
   (ii) Date of Subscription Agreement:
   (iii) Stabilising Manager (if any):
2. If non-syndicated, name of relevant Dealer:
3. U.S. Selling Restrictions:
4. Additional selling restrictions:

LISTING AND ADMISSION TO TRADING

1. (i) Listing and Admission to trading:
   (ii) Estimate of total expenses related to admission to trading:

"Payment Day means any day which (subject to Condition 9) is:
(i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
in the case of Notes in definitive form only, the relevant place of presentation; and
London; and
(ii) a day on which the TARGET2 System is open."

No

Not Applicable

Not Applicable

Not Applicable

Redenomination not applicable

Not Applicable

Not Applicable

Not Applicable

Goldman Sachs International

Reg. S Category; TEFRA D

Not Applicable

Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and admitted to the Official List of the UK Listing Authority with effect from 1 February 2012.

EUR 3,600

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PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority of the Notes described herein pursuant to U.S.$8,000,000,000 Euro Medium Term Note Programme of Centrica plc.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Centrica plc:

By:

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PART B - OTHER INFORMATION

1. RATINGS

Ratings:

The Group's long-term debt obligations have been rated:

Moody's Investors Service Ltd (Moody's): A3 (stable)

Standard & Poor's Credit

Market Services Europe Limited (S&P): A- (stable)

Each of Moody's and S&P is established in the European

Union and is registered under Regulation (EC) No. 1060/2009.

2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers/Dealers, so far as the issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

3. YIELD (Fixed Rate Notes only)

Indication of yield:

3.2133% on an annual basis

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

4. OPERATIONAL INFORMATION

(i) ISIN Code: XS0738593796

(ii) Common Code: 073859379

(iii) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Not Applicable

(iv) Delivery: Delivery against payment

(v) Names and addresses of additional Paying Agent(s) (if any): Not applicable

(vi) Intended to be held in a manner which would allow Eurosystem eligibility: Yes

Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

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