Centrica PLC — Regulatory Filings 2018

Mar 2, 2018

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RNS Number : 5286G

Centrica PLC

02 March 2018

2 March 2018

Centrica plc

(the "Company")

announces indicative results 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. The Company today announces the non-binding, indicative results 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 £500,000,000 6.375 per cent. Notes due March 2022 (ISIN: XS0416397338) (the "2022 Notes" and the "First Priority Notes"); the outstanding £200,000,000 6.400 per cent. Notes due September 2026 (ISIN: XS0265184589) (the "2026 Notes"); the outstanding £750,000,000 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 £770,000,000 7.000 per cent. Notes due September 2033 (ISIN: XS0388006123) (the "2033 Notes"); the outstanding £550,000,000 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 £600,000,000 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 Tender Offers expired at 16:00 hours (London time) on 1 March 2018. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

Following expiration of the Tender Offer Period, the Company hereby announces that, in the event it decides to accept valid tenders of Notes pursuant to the Tender Offers, it expects to accept £600,000,000 in aggregate principal amount of Notes validly tendered in the Tender Offers, and the indicative Series Acceptance Amount for each Series is set out in the table below, which also includes, to the extent applicable, any indicative Pro-Rating Factor. The Company expects that 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 Security	ISIN	Priority Acceptance Level	Reference security for Reference Rate	Purchase Spread	Indicative Series Acceptance Amount	Indicative Pro-Rating Factor
£500,000,000 6.375 per cent. Notes due March 2022	XS0416397338	1	4.00 per cent. UK Treasury Gilt due March 2022 (ISIN: GB00B3KJDQ49)	45 basis points	£253,760,000	N/A

Tender Offer for the Second Priority Notes

Title of Security	ISIN	Priority Acceptance Level	Reference security for Reference Rate	Purchase Spread	Indicative Series Acceptance Amount	Indicative Pro-Rating Factor
£200,000,000 6.400 per cent. Notes due September 2026	XS0265184589	2	1.50 per cent. UK Treasury Gilt due July 2026 (ISIN: GB00BYZW3G56)	110 basis points	£148,350,000	N/A
£750,000,000 4.375 per cent. Notes due March 2029	XS0753789980	2	6.00 per cent. UK Treasury Gilt due December 2028 (ISIN: GB0002404191)	115 basis points	£197,890,000	43.8851 per cent.

Pricing and Results

Pricing will take place at or around 12:00 hours (London time) (the "Pricing Time") today. As soon as reasonably practicable after the Pricing Time, the Company will announce (i) whether the Company will accept valid Offers to Sell pursuant to the Tender Offers; (ii) in respect of the Notes accepted for purchase, the relevant Accrued Interest, the relevant Purchase Price, the relevant Reference Rate and the relevant Purchase Yield; and (iii) the aggregate principal amount of Notes to be accepted for purchase pursuant to the Tender Offers, each Series Acceptance Amount and any Pro-Rating Factor (if applicable) in respect of each Series of Notes accepted for purchase pursuant to the Tender Offers.

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

Notes that are not tendered and 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.

Questions and requests for information in relation to the Tender Offers may be directed to the Company or the Joint Dealer Managers.

THE COMPANY
	Centrica plc
	Millstream Maidenhead Road Windsor Berkshire SL4 5GD United Kingdom
	Investors and Analysts
	Tel: +44 (0)1753 494900
	Email: ir@centrica.com
	Media
	Tel: +44 (0)1784 843000
	Email: media@centrica.com
	Treasury
	Tel: 01753 494165
	Email: creditinvestor@centrica.com

This information is provided by RNS

The company news service from the London Stock Exchange

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