Centrica PLC — Capital/Financing Update 2012

Feb 20, 2012

20 February 2012

CENTRICA PLC

Issue of HKD 450,000,000 Fixed Rate Notes due 22 February, 2022

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 at and copies may be obtained from the registered office of the Issuer at Millstream, Maidenhead Road, Windsor, Berkshire SL4 5GD and from HSBC Bank plc at 8 Canada Square, London E14 5HQ.

	Issuer:		Centrica plc
1.	(i)	Series Number:	20
	(ii)	Tranche Number:	1
2.	Specified Currency or Currencies:		Hong Kong Dollar ("HKD")
3.	Aggregate Nominal Amount:
	(i)	Series:	HKD 450,000,000
	(ii)	Tranche:	HKD 450,000,000
4.	(i)	Issue Price:	100 per cent. of the Aggregate Nominal Amount
5.	(i)	Specified Denomination:	HKD 1,000,000
	(ii)	Calculation Amount:	The Specified Denomination
6.	(i)	Issue Date and Interest Commencement Date:	22 February 2012
	(ii)	Interest Commencement Date (if different from the Issue Date):	Issue Date
7.	Maturity Date:		22 February 2022
8.	Interest Basis:		3.6800 per cent. Fixed Rate
(further particulars specified below)
9.	Redemption/Payment Basis:		Redemption at par
10.	Change of Interest Basis or Redemption/Payment Basis:		Not Applicable
11.	Put/Call Options:		Not Applicable
12.	(i)	Status of the Notes:	Senior unsecured
	(ii)	Date Board approval for issuance of Notes obtained:	23 September 2011

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1. Method of distribution: Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions Applicable

(i) Rate of Interest: 3.6800 per cent. per annum payable quarterly in arrear

(ii) Interest Payment Date(s): Quarterly, on each 22 February, 22 May, 22 August and 22 November commencing on 22 May 2012, up to and including the Maturity Date subject to adjustment in accordance with the Modified Following Business Day Convention

(iii) Fixed Coupon Amount(s): Not Applicable (Applicable to Notes in definitive form)

(iv) Broken Amount(s): Not Applicable (Applicable to Notes in definitive form)

(v) Day Count Fraction: Actual/365 (Fixed)

(vi) Determination Date(s): Not Applicable

(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: The definition of "Day Count Fraction" in condition 5(a) shall be deemed to be amended to include the following text as a new point (iii):

"If "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Fixed Interest Period divided by 365."

The following text shall be deemed to be included at the end of condition 5(a):

"If the Modified Following Business Day Convention is specified in the applicable Final Terms, and if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

In these Terms and Conditions, Business Day means a day which is 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 each Additional Financial Centre specified in the applicable Final Terms."

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

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1. Investor Put: Not Applicable

2. Final Redemption Amount of each Note: HKD 1,000,000 per Calculation Amount

3. 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:
No

1. Additional Financial Centre(s) or other special provisions relating to Payment Dates:
   Hong Kong, London, New York
   The definition of "Payment Day" in condition 6(f) shall be deemed to be amended to read as follows:
   "Payment Day means any day which (subject to Condition 9) is 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:
   (A) in the case of Notes in definitive form only, the relevant place of presentation; and
   (B) each Additional Financial Centre specified in the applicable Final Terms.

2. Talons for future Coupons or Receipts to be attached to Definitive Notes in bearer form (and dates on which such Talons mature): No

3. 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: Not Applicable

4. Details relating to Instalment Notes:

(i) Instalment Amount(s): Not Applicable
(ii) Instalment Date(s): Not Applicable

1. Redenomination applicable: Redenomination not applicable

2. Other final terms: Not Applicable

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DISTRIBUTION

1. (i) If syndicated, names of Managers: Not Applicable
   (ii) Date of Subscription Agreement: Not Applicable
   (iii) Stabilising Manager (if any): Not Applicable

2. If non-syndicated, name of relevant Dealer: Goldman Sachs International

3. U.S. Selling Restrictions: Reg. S Category; TEFRA D
4. Additional selling restrictions: Not Applicable

LISTING AND ADMISSION TO TRADING

1. (i) Listing and Admission to trading: 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 listing on the Official List of the UK Listing Authority with effect from 22 February 2012.
   (ii) Estimate of total expenses related to admission to trading: GBP 1,750

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: [Signature]
Duly authorised

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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:
3.6800 % 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: XS0747399466
(ii) Common Code: 074739946
(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: No

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