NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (the
"UNITED
STATES") OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN
THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA").
Centrica
plc
(the
"Company")
announces the results and
pricing of its Tender Offer for its £770,000,000 7.00 per cent.
Notes due 2033
12
June 2024. The Company announces
today the results of its invitation (the "Offer") to
holders of its outstanding £770,000,000 7.00 per cent. Notes due
2033 (ISIN: XS0388006123) (the
"Notes") to tender their Notes for purchase by
the Company for cash, subject to the conditions described in the
tender offer memorandum dated 4 June 2024 (the "Tender Offer
Memorandum"), and subject to the offer restrictions
set out in the Tender Offer Memorandum.
Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
The Expiration Deadline for the
Offer was 4.00 p.m. (London time) on 11 June 2024. As at the
Expiration Deadline, £611,280,000
in aggregate nominal amount of the Notes had been
validly tendered for purchase pursuant to the Offer.
Final Results and Pricing
The Company hereby announces that it
has decided to set the Final Acceptance Amount at £370,000,000 and
that, on the basis of such Final Acceptance Amount, it will accept
for purchase the Notes validly tendered pursuant to the Offer
subject to pro
rata scaling at a Scaling Factor of 60.4765 per
cent., as further described in the Tender Offer
Memorandum.
Pricing of the Offer took place at
or around 9:30 a.m. (London time) today, 12 June 2024. A summary of
the final results and pricing of the Offer appears
below:
Final Acceptance
Amount
|
Scaling
Factor
|
Benchmark Security
Rate
|
Purchase
Spread
|
Purchase Yield
(annualised)
|
Purchase
Price
|
£370,000,000
|
60.4765
per cent.
|
4.219 per
cent.
|
90
bps
|
5.185 per
cent.
|
113.060
per cent.
|
Accrued Interest will also be
payable in respect of any Notes accepted for purchase pursuant to
the Offer.
Settlement
Settlement of the Offer and payment
of the Purchase Price and Accrued Interest in respect of the Notes
accepted for purchase pursuant to the Offer is expected to take
place on 14 June 2024.
Following the Settlement Date, the
Company intends to cancel the Notes purchased pursuant to the Offer
and, accordingly, £400,000,000 in aggregate nominal amount of the
Notes will remain outstanding after the Settlement Date.
Full details concerning the Offer are set out in the Tender
Offer Memorandum.
Russell O'Brien, Centrica Group Chief Financial Officer,
said: "I am delighted with the
strong outcome we have achieved from this bond tender. This
transaction follows on from the recent successful hybrid bond
refinancing and represents another example of Centrica's prudent
approach to balance sheet management."
Barclays Bank PLC, BNP Paribas, RBC
Europe Limited and SMBC Nikko Capital Markets Limited are acting as
the Dealer Managers for the Offer and Kroll Issuer Services Limited
is acting as the Tender Agent, and their contact details are set
out below.
DEALER
MANAGERS
|
Barclays Bank PLC
1 Churchill Place
London E14 5HP
United Kingdom
Telephone: +44 20 3134 8515
Attention: Liability Management Group
Email:
eu.lm@barclays.com
|
BNP
PARIBAS
16, boulevard des
Italiens
75009
Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
|
RBC
Europe Limited
100 Bishopsgate
London EC2N 4AA
United Kingdom
Telephone: +44 20 7029 7420
Attention: Liability Management
Email:
liability.management@rbccm.com
|
SMBC Nikko Capital Markets Limited
100 Liverpool Street
London EC2M 2AT
United Kingdom
Telephone: +44 204 507 5043
Attention: Liability Management
Email:
liability.management@smbcnikko-cm.com
|
TENDER AGENT
|
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Alessandro Zorza
Email:
centrica@is.kroll.com
Offer Website:
https://deals.is.kroll.com/centrica
|
This announcement is made by Centrica plc and contains information
that qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of UK domestic law by virtue of the
EUWA
("UK
MAR"),
encompassing information relating to the results of the Offer. For
the purposes of UK MAR and the Implementing Technical Standards,
this announcement is made by Raj Roy, Company Secretary at Centrica
plc.
DISCLAIMER Subject to
applicable law, the Company or any of its affiliates may at any
time following completion of the Offer 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 Offer.
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.
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 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 Offer.
The Offer has now expired and no offer or invitation to acquire any
securities is being made pursuant to this announcement.
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