Centrica PLC — Capital/Financing Update 2012

Jan 3, 2012

3 January, 2012

CENTRICA PLC Issue of EUR50,000,000 Zero Coupon Notes due 2032 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 which, together with the supplemental prospectus dated 2 December, 2011, constitutes a base prospectus (the 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.

1.	Issuer:		Centrica plc
2.	(i)	Series Number:	18
	(i)	Tranche Number:	1
3.		Specified Currency or Currencies:	Euro (" $\varepsilon$ ")
4.	Aggregate Nominal Amount:
	(i)	Series:	€50,000,000
	(ii)	Tranche:	€50,000,000
5.	(i)	Issue Price:	100 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denomination(s):	€100,000
	(ii)	Calculation Amount:	€100,000
7.	(i)	Issue Date:	5 January, 2012
	(ii)	Interest Commencement Date (if different from the Issue Date):	Not Applicable
8.		Maturity Date:	5 January, 2032
9.	Interest Basis:		Zero Coupon
			(further particulars specified below)
10.	Redemption/Payment Basis:		The Final Redemption Amount shall be €227,695.46 per Calculation Amount
11.	Change of Interest Basis or Redemption/Payment Basis:		Not applicable
12.		Put/Call Options:	Investor Put (further particulars specified below)
13.	(i)	Status of the Notes:	Senior
	(i)	Date Board approval for issuance of Notes obtained:	23 September 2011

14.		Method of distribution:	Non-syndicated
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Note Provisions		Not Applicable
16.		Floating Rate Note Provisions	Not Applicable
17.	Zero Coupon Note Provisions		Applicable
	(i)	Accrual Yield:	4.20 per cent.
	(i)	Reference Price:	€100,000 per Note
	(iii)	Any other formula/basis of determining amount payable:	Not applicable
	(iv)	Day Count Fraction in relation to Early Redemption Amounts and late payment:	Conditions 7(e)(iii) and (j) apply
18.		Index Linked Interest Note Provisions	Not Applicable
19.		Dual Currency Note Provisions	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
20.	Issuer Call:		Not Applicable
21.	Investor Put:		Applicable, see Schedule attached hereto
	(i)	Optional Redemption Date(s):	See Schedule attached hereto
	(ii)	Optional Redemption Amount and method, if any, of calculation of such amount(s):	See Schedule attached hereto
	(iii)	Notice period (if other than as set out in the Conditions):	See Schedule attached hereto
22.		Final Redemption Amount of each Note:	€227,695.46 per Calculation Amount
23.	$7(e)$ :	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	Condition 7(e) applies
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.	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
	(i)	New Global Note:	Yes
25.	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:

"Payment Day means any day which (subject to Condition 9) is:

			the relevant place of presentation; and
			(B) London; and
			(ii) a day on which the TARGET2 System is open."
26.		Talons for future Coupons or Receipts to be attached to Definitive Notes in bearer form (and dates on which such Talons mature):	No
27.	payment:	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	Not Applicable
28.		Details relating to Instalment Notes:
	(i)	Instalment Amount(s):	Not Applicable
	(ii)	Instalment Date(s):	Not Applicable
29.		Redenomination applicable:	Redenomination not applicable
30.		Other final terms:	Not Applicable
	DISTRIBUTION
31.	(i)	If syndicated, names of Managers:	Not Applicable
	(ii)	Date of Subscription Agreement:	Not applicable
	(iii)	Stabilising Manager (if any):	Not Applicable
32.		If non-syndicated, name of relevant Dealer:	UBS Limited
33.		U.S. Selling Restrictions:	Reg. S Category 2; TEFRA D
34.		Additional selling restrictions:	Not Applicable
		LISTING AND ADMISSION TO TRADING
35.	(i)	Listing and Admission to trading:	Application is expected to be made by the Issuer (o

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 5 April 2012.

(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:

(A) in the case of Notes in definitive form only,

$(ii)$ Estimate of total expenses related to admission to trading:

£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

By:

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

Signed on behalf of Centrica plc:

. . . . . . . . . . . . . . . . . . . . . . . .

J.B

Duly authorised

PART B - OTHER INFORMATION

RATINGS $\ddot{\mathbf{1}}$ .

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.

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

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

$3₁$ OPERATIONAL INFORMATION

(i)	ISIN Code:	XS0721258860
(ii)	Common Code:	072125886
(iii)	Any clearing system(s) other than Euroclear Clearstream. and the relevant Luxembourg and identification number(s):	Not Applicable
(iv)	Delivery:	Delivery against payment
(v)	Names and addresses of additional Paying Agent(s) (if any):	Not applicable
(v i )	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.

SCHEDULE

INVESTOR PUT

As indicated in paragraph 21 of Part A of these Final Terms, "Investor Put" is specified to be applicable to the Notes. For the purposes of these Notes, Condition 7(d) (as set forth in the Base Prospectus dated 27 September, 2011 as supplemented by a Supplementary Prospectus dated 2 December, 2011) shall be deemed to be deleted and replaced by the following:

"(d) Redemption at the option of the Noteholders (Investor Put)

• A Put Event will be deemed to occur if: $(A)$
• any person (being an individual, partnership, company, corporation, unincorporated $(i)$ organisation, trust or joint venture, or any governmental agency or political subdivision thereof) or any persons acting in concert (as defined in the City Code on Takeovers and Mergers) or any person or persons acting on behalf of any such person(s) (the Relevant Person) at any time directly or indirectly own(s) or acquire(s): (A) more than 50 per cent of the issued or allotted ordinary share capital of the Issuer or (B) such number of shares in the capital of the Issuer carrying more than 50 per cent of the total voting rights attached to the issued or allotted share capital of the Issuer that are normally exercisable at a general meeting of the Issuer (such event being a Change of Control), provided that a Change of Control shall be deemed not to have occurred if all or substantially all of the shareholders of the Relevant Person are, or immediately prior to the event which would otherwise have constituted a Change of Control were, the shareholders of the Issuer with the same (or substantially the same) pro rata interest in the share capital of the Relevant Person as such shareholders have, or as the case may be, had in the share capital of the Issuer; and
• on the date (the Relevant Announcement Date) that is the earlier of $(x)$ the date of the $(ii)$ first public announcement of the relevant Change of Control; and (y) the date of the earliest Relevant Potential Change of Control Announcement (if any), the Notes carry from any Rating Agency (as defined below):
  • $(A)$ an investment grade credit rating (Baa3/BBB-, or equivalent, or better), and such rating from any Rating Agency is within the Change of Control Period either downgraded to a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse) or withdrawn and is not within the Change of Control Period subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an investment grade credit rating by such Rating Agency; or
  • a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse), and such $(B)$ rating from any Rating Agency is within the Change of Control Period downgraded by one or more notches (for illustration, Ba1/BB+ to Ba2/BB being one notch) or withdrawn and is not within the Change of Control Period subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to its earlier credit rating or better by such Rating Agency; or
  • $(C)$ no credit rating, and no Rating Agency assigns within the Change of Control Period an investment grade credit rating to the Notes.

provided that if on the Relevant Announcement Date the Notes carry a credit rating from more than one Rating Agency, at least one of which is investment grade, then subparagraph (A) will apply; and

• in making the relevant decision(s) referred to above, the relevant Rating Agency announces $(iii)$ publicly or confirms in writing to the Issuer or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement.

• $(B)$ If a Put Event occurs, the holder of each Note shall have the option to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) each such Note on the Put Date (as defined below) at an amount equal to its Final Redemption Amount (the Optional Redemption Amount) together with interest accrued to but excluding the date of redemption or purchase. Such option (the Put Option) shall operate as set out below.

• Promptly upon the Issuer becoming aware that a Put Event has occurred the Issuer shall, and at $(C)$ any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall (subject in each case to being indemnified to its satisfaction), give notice (a Put Event Notice) to the Noteholders in accordance with Condition 14 specifying the nature of the Put Event and the procedure for exercising the option contained in this Condition 7(d).

• To exercise the option to require the redemption or purchase of a Note under this Condition 7(d) $(D)$ the holder of the Note must deliver such Note at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the period (the Put Period) of 45 days after a Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paving Agent (a Put Notice). The Note should be delivered together with all Coupons appertaining thereto maturing after the date which is seven days after the expiry of the Put Period (the Put Date), failing which the Paying Agent will require payment of an amount equal to the face value of any missing such Coupon. Any amount so paid will be reimbursed in the manner provided in Condition 6 against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 11) at any time after such payment, but before the expiry of the period of five years from the Relevant Date (as defined in Condition 8) in respect of that Coupon. Payment in respect of any such Note will be made on the Put Date either (i) by transfer to the bank account (if any) specified in the relevant Put Notice or (ii) if no bank account is so specified, by cheque posted to the address specified in the relevant Put Notice. The Issuer shall redeem or purchase the relevant Notes in accordance with this Condition 7(d) unless such Notes have been previously redeemed and cancelled.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 7(d) shall be irrevocable except where prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Put Notice and instead to declare such Note forthwith due and payable pursuant to Condition 10.

If 80 per cent, or more in nominal amount of the Notes outstanding as at the day immediately preceding the day on which the Put Event Notice was given have been redeemed pursuant to this Condition 7(d), the Issuer may, on not less than 30 nor more than 60 days' notice to the Noteholders given within 30 days after the Put Date, redeem, at its option, all, but not some only, of the remaining Notes at the Optional Redemption Amount plus interest accrued to but excluding the date of such redemption.

• If the rating designations employed by either Moody's or S&P are changed from those which are $(E)$ described in paragraph (A)(ii) above, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine, with the agreement of the Trustee (not to be unreasonably withheld or delayed), the rating designations of Moody's or S&P or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody's or S&P and paragraph A(ii) shall be read accordingly.
• The Trustee is under no obligation to ascertain whether a Put Event or Change of Control, or any $(F)$ event which could lead to the occurrence of, or could constitute, a Put Event or Change of Control, has occurred and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Put Event or Change of Control or other such event has occurred.
• In these Conditions: $(G)$

Change of Control Period means the period commencing on the Relevant Announcement Date and ending 90 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration);

Rating Agency means Standard & Poor's Credit Market Services Europe Limited (S&P) or Moody's Investors Service Ltd (Moody's) or their respective successors or any rating agency (a Substitute Rating Agency) substituted for any of them by the Issuer from time to time with the prior written approval of the Trustee; and

Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser thereto relating to any potential Change of Control provided that wi