TIDMCNA
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
22 February 2018
CENTRICA PLC ANNOUNCES CASH TER OFFER FOR ANY AND ALL OF ITS
4.000% SENIOR NOTES DUE 2023 AND UP TO US$250,000,000 IN AGGREGATE
PRINCIPAL AMOUNT OF ITS 5.375% SENIOR NOTES DUE 2043
Centrica plc (the "Company") today announces offers to purchase
for cash any and all of its 4.000% senior notes due 2023 (the "Any
and All Notes") and up to US$250,000,000 in aggregate principal
amount of its 5.375% senior notes due 2043 (the "Maximum Tender
Notes" and together with the Any and All Notes, the "Securities"),
subject to the offer and distribution restrictions below, and upon
the terms and subject to the conditions set forth in an offer to
purchase dated 22 February 2018 (as it may be amended or
supplemented from time to time, the "Offer to Purchase"). The offer
to purchase the Any and All Notes is referred to herein as the "Any
and All Tender Offer" and the offer to purchase the Maximum Tender
Notes is referred to herein as the "Maximum Tender Offer." The Any
and All Tender Offer and the Maximum Tender Offer are referred to
together herein as the "Tender Offers".
Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the Offer to Purchase.
Copies of the Offer to Purchase are available, subject to the offer
and distribution restrictions, from the Information and Tender
Agent at www.lucid-is.com/centrica.
Summary of the Tender Offers
Any and All Notes
Title of CUSIP/ISIN Principal Reference Bloomberg Fixed Spread
Security Number Amount Security Reference Page
Outstanding
4.000% senior 144A:15639KAA0/ US$750,000,000 PX1 70 bps
notes due 2023 US15639KAA07 2.375%U.S.
Reg Treasury
S: notes
G2071AAE0/ due January
USG2071AAE04 2023
Maximum Tender Notes
Title of CUSIP/ISIN Principal Reference Bloomberg Fixed Early Tender
Security Number Amount Security Reference Spread Payment(b)
Outstanding Page
5.375% senior 144A: US$600,000,000 2.750% U.S. PX1 130 bps US$50 per
notes 15639KAB8/ Treasury US$1,000
due 2043 US15639KAB89Reg notes due
S: November 2047
G2071AAF7/
USG2071AAF78
Purpose of the Tender Offers
The Tender Offers are being made as part of the implementation
of the Company's financial framework and resulting decrease in net
debt, and are intended to achieve a more efficient balance sheet
structure. Securities purchased in the Tender Offers will be
retired and cancelled. The Company expects to fund the repurchase
of the Securities accepted for purchase pursuant to the Tender
Offers with cash on hand.
Purchase Price and Accrued Interest
The "Total Consideration" payable for each series of Securities
will be a price per US$1,000 principal amount of such series of
Securities equal to an amount, calculated in accordance with
Schedule A to the Offer to Purchase and with reference to the Any
and All Settlement Date or Maximum Tender Early Settlement Date, as
applicable, that would reflect a yield to the applicable maturity
date of such series of Securities equal to the sum of (i) the
Reference Yield for such series of Securities, determined at the
Any and All Price Determination Time in the case of the Any and All
Tender Offer and at the Maximum Tender Price Determination Time in
the case of the Maximum Tender Offer, plus (ii) the fixed spread
applicable to such series of Securities, as set forth in the tables
above (the "Fixed Spread"), in each case (as set out in the
calculation in Schedule A to the Offer to Purchase) minus the
applicable Accrued Interest on the Securities from, and including,
the most recent interest payment date prior to the applicable
Settlement Date up to, but not including, the Any and All
Settlement Date or Maximum Tender Early Settlement Date, as
applicable. The Total Consideration includes the Early Tender
Payment in the case of the Maximum Tender Notes.
Subject to the terms and conditions described in the Offer to
Purchase, the Total Consideration, as calculated using the Fixed
Spread for the Maximum Tender Notes set forth in the second table
on the first page of this announcement, includes the Early Tender
Payment. Holders of any Maximum Tender Notes that are validly
tendered after the Early Tender Date but on or prior to the Maximum
Tender Expiration Time and that are accepted for purchase will
receive the applicable Total Consideration minus an amount in cash
(the "Early Tender Payment") equal to the applicable amount set
forth in the second table on the first page of this announcement
under the heading "Early Tender Payment", for each US$1,000
principal amount of such validly tendered and accepted Maximum
Tender Notes (the "Late Tender Offer Consideration").
The Early Tender Payment is not applicable to the Any and All
Tender Offer.
In addition to the relevant Total Consideration or the Late
Tender Offer Consideration, as applicable, all Holders of
Securities accepted for purchase will also receive accrued and
unpaid interest on Securities validly tendered and accepted for
purchase from the applicable last interest payment date up to, but
not including, the Any and All Settlement Date, the Guaranteed
Delivery Settlement Date, the Maximum Tender Early Settlement Date
or the Maximum Tender Final Settlement Date, as applicable and
which will be an amount per US$1,000 principal amount of the
relevant series of Securities ("Accrued Interest"), payable on the
Any and All Settlement Date, the Guaranteed Delivery Settlement
Date, the Maximum Tender Early Settlement Date or the Maximum
Tender Final Settlement Date.
Acceptance of tendered notes
The Company intends to accept for purchase any and all of the
Any and All Notes that have been validly tendered and not validly
withdrawn at the Any and All Expiration Time.
Subject to the terms and conditions of the Maximum Tender Offer,
the Company is offering to purchase Maximum Tender Notes in an
aggregate principal amount not exceeding the Maximum Tender Offer
Cap.
If the aggregate principal amount of the Securities tendered in
the Maximum Tender Offer would exceed the Maximum Tender Offer Cap,
the amount of such Securities purchased may be subject to
proration. If the Company purchases on the Maximum Tender Early
Settlement Date, Maximum Tender Notes in an aggregate principal
amount equal to the Maximum Tender Offer Cap, then no Maximum
Tender Notes tendered after the Early Tender Date may be purchased
pursuant to the Maximum Tender Offer unless the Company increases
the Maximum Tender Offer Cap.
If the purchase of all validly tendered Maximum Tender Notes
would result in the acceptance of an aggregate principal amount
greater than the Maximum Tender Offer Cap, then the Maximum Tender
Offer will be oversubscribed and if the Company accepts Maximum
Tender Notes in the Maximum Tender Offer, any Maximum Tender Notes
accepted for purchase may be so accepted on a prorated basis, with
the aggregate principal amount of each Holder's validly tendered
Maximum Tender Notes accepted for purchase determined by
multiplying each Holder's tender by the applicable proration
factor, and rounding the product down to the nearest US$1,000
principal amount.
The Company reserves the right to increase or decrease the
Maximum Tender Offer Cap, subject to compliance with applicable
law. There can be no assurance that the Company will exercise its
right to increase or decrease the Maximum Tender Offer Cap. The
Company reserves the right, in its sole and absolute discretion,
not to purchase any Securities, subject to applicable law. The
Company may, in its sole discretion, extend, re-open, amend, waive
in whole or in part any condition to, withdraw and/or terminate the
Tender Offers, as provided in the Offer to Purchase.
Conditions to the Tender Offers
The completion of the Tender Offers is subject to, among other
things, the conditions to the Tender Offers set out in the Offer to
Purchase. Securities that are not successfully tendered for
purchase pursuant to the Tender Offers and the terms and conditions
set out in the Offer to Purchase will remain outstanding and will
remain subject to the terms and conditions of such Securities.
Guaranteed Delivery
If a Holder desires to tender its Any and All Notes and if time
will not permit such Holder to comply with the procedures of the
relevant Clearing System to submit a valid tender instruction
before the Any and All Expiration Deadline, the Holder may
nevertheless tender the Any and All Notes, provided that the Holder
delivers the Notice of Guaranteed Delivery and satisfies all other
conditions set forth in the Offer to Purchase.
Expected Timetable of Key Events
All references to dates and times are to New York City dates and
times. Additionally, beneficial owners should be aware that their
custodian bank, broker, dealer, commercial bank, trust company or
other nominee may establish its own earlier deadline for
participation in the Tender Offers.
You should take note of the following indicative dates in
connection with the Any and All Tender Offer:
Date Calendar Date and Time Event
Commencement Date February 22, 2018. The commencement date of the Any and All Tender Offer.
Any and All Price Determination Time At or around 11:00 a.m., New York City time, on March The time and date for determining the Total Consideration
1, 2018, unless extended by the Company. with respect to the Any and All Notes.
Any and All Withdrawal Deadline 5:00 p.m., New York City time, on March 1, The last time and day for you to validly
2018, unless extended by the Company. withdraw tenders of Any and All Notes.
Any and All Expiration Time 5:00 p.m., New York City time, on March 1, The last time and day for you to tender Any and All
2018, unless extended by the Company. Notes pursuant to the Any and All Tender Offer.
Any and All Results Announcement Date March 2, 2018, or as soon as practicable following The date which the Company will announce the
the Any and All Expiration Time. results of the Any and All Tender Offer.
Guaranteed Delivery Expiration Date 5:00 p.m., New York City time, on March The last time and date for delivery
5, 2018, the second business day to the Tender and Information
after the Any and All Expiration Time, Agent of Any and All Notes in respect of
unless extended by the Company. which a Notice of Guaranteed Delivery was delivered
at or prior to the Any and All Expiration Time.
Any and All Settlement Date A date promptly after the Any and All The date for payment of the Total
Expiration Time when the Company Consideration, plus Accrued
makes payment in same-day funds for Interest, for your Any and All Notes accepted for purchase
purchased Any and All Notes. It (other than Any and All Notes which
is expected that the Any and All Settlement are accepted for purchase
Date will be March 5, 2018, pursuant to the guaranteed delivery procedures).
the second business day after the Any and All Expiration Time.
Guaranteed Delivery Settlement Date A date, promptly after the Any and All Expiration The date for payment of the Total
Time and expected to be the third Consideration, plus Accrued
business day following the Any and All Interest, for your Any and All Notes accepted for
Expiration Time, or March 6, 2018. purchase pursuant to the guaranteed delivery procedures,
if any. For the avoidance of doubt, interest
will cease to accrue on the Any and All Settlement Date
for all Any and All Notes accepted in the Any and
All Tender Offer, including those tendered by the
guaranteed delivery procedures set forth herein.
You should take note of the following indicative dates in
connection with the Maximum Tender Offer:
Date Calendar Date and Time Event
Commencement Date February 22, 2018. The commencement date of the Maximum Tender Offer.
Maximum Tender Withdrawal Deadline 5:00 p.m., New York City time, on March 7, The last time and day for you to validly withdraw
2018, unless extended by the Company. tenders of the Maximum Tender Notes.
Early Tender Date 5:00 p.m., New York City time, on March 7, The last time and day for you to tender the Maximum Tender
2018, unless extended by the Company. Notes in order to be eligible to receive the
applicable Total Consideration. If you validly tender
Maximum Tender Notes after the Early Tender
Date, you will be eligible to receive only the applicable
Late Tender Offer Consideration, which
is equal to the applicable Total Consideration,
minus the applicable Early Tender Payment.
Maximum Tender Price Determination Time At or around 11.00 a.m., New York City time on March The time and date for determining the applicable Total Consideration and the
8, 2018, unless extended by the Company. Late Tender Offer Consideration with respect to the Maximum Tender Notes.
Maximum Tender Early Results Announcement Date March 8, 2018, or as soon as practicable following the Early Tender Date. The date which the Company will announce the early results of the Maximum Tender.
Maximum Tender Early Settlement Date A date promptly after the Early Tender Date when the The date for payment of the applicable Total Consideration
Company makes payment in same-day funds for all of plus Accrued Interest with respect to the Maximum
the Maximum Tender Notes tendered on or prior to Tender Notes you validly tendered on or prior to the Early
the Early Tender Date and accepted for purchase Tender Date and that are accepted for purchase.
pursuant to the applicable Maximum Tender Offer.
It is expected that the Maximum Tender Early
Settlement Date will be March 9, 2018, the second
business day after the Early Tender Date.
Maximum Tender Expiration Time 11:59 p.m., New York City time, on March 21, The last time and day for you to tender the Maximum Tender
2018, unless extended by the Company. Notes pursuant to the Maximum Tender Offer.
Maximum Tender Final Settlement Date A date promptly after the Maximum Tender Expiration Time The date for payment of the Late Tender Offer Consideration plus Accrued
when the Company makes payment in same-day funds Interest with respect to your Maximum Tender Notes that you
for all of the Maximum Tender Notes tendered after validly tendered after the Early Tender Date and on or prior to the
the Early Tender Date and accepted for purchase Maximum Tender Expiration Time and that are accepted for purchase.
pursuant to the applicable Maximum Tender Offer. It is
expected that the Maximum Tender Final Settlement
Date will be March 23, 2018, the second business
day after the Maximum Tender Expiration Time.
For Further information
A complete description of the terms and conditions of the Tender
Offers is set out in the Offer to Purchase. Further details about
the Tender Offers can be obtained from:
The Company
Centrica plcMillstreamMaidenhead RoadWindsorBerkshire SL4
5GD
Investors and AnalystsTel: +44 (0)1753 494900Email:
ir@centrica.com
MediaTel: +44 (0)1784 843000Email: media@centrica.com
TreasuryTel: 01753 494165Email: creditinvestor@centrica.com
The Joint Dealer Managers
Barclays Capital Inc.745 Seventh Avenue, 5th FloorNew York, NY
10019United StatesAttention: Liability Management GroupCollect:
212-528-7581Toll Free: 800-438-3242Europe: +44 20 3134 8515Email:
liability.management@barclays.com
Citigroup Global Markets LimitedCitigroup CentreCanada Square,
Canary WharfLondon E14 5LBAttn: Liability Management GroupLondon:
+44 20 7986 8969U.S. Toll-Free: +1 800 558 3745U.S.: +1 212 723
6106Email: liabilitymanagement.europe@citi.com
RBS Securities Inc.600 Washington BoulevardStamford, CT
06901United StatesU.S.: +1 203-897 2963Toll Free; +1 866 884
2071International: +44 20 7678 5282Attention: Liability
ManagementEmail: LiabilityManagement@natwestmarkets.com
Société GénéraleTours Société Générale17, Cours Valmy92987 Paris
La Défense CedexFranceU.S. Toll Free: +1 855 881 2108U.S.: +1 212
278 6957Europe: +33 142 13 32 40Attention: Liability
ManagementEmail: liability.management@sgcib.com
The Information and Tender Agent
Lucid Issuer Services LimitedTankerton Works12 Argyle WalkLondon
WC1H 8HAUnited KingdomTel: +44 20 7704 0880Fax: +44 20 3004
1590Attention: Thomas ChoquetEmail: centrica@lucid-is.com
If a Holder has questions about any of the Tender Offers or the
procedures for tendering Securities, the Holder should contact the
Tender and Information Agent, the Joint Dealer Managers or the
Company at their respective telephone numbers. Documents relating
to the Tender Offers are also available at
www.lucid-is.com/centrica.
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation.
DISCLAIMER
This announcement must be read in conjunction with the Offer to
Purchase. No offer or invitation to acquire or exchange any notes
is being made pursuant to this announcement. This announcement and
the Offer to Purchase contain important information, which must be
read carefully before any decision is made with respect to the
Tender Offers. If any Holder is in any doubt as to the action it
should take, it is recommended to seek its own legal, tax and
financial advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser. Any individual or company whose
Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity
if it wishes to participate in the Tender Offers. None of the
Company, the Joint Dealer Managers, the Information and Tender
Agent, or any person who controls, or is a director, officer,
employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether Holders should
participate in the Tender Offers.
Nothing in this announcement constitutes an offer of securities
in the United States of America. The securities referred to above
have not been and will not be registered under the U.S. Securities
Act of 1933 (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States.
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offers
are not being made by, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section
21 of the Financial Services and Markets Act 2000, as amended.
Accordingly, this Offer to Purchase and such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
this Offer to Purchase and such documents and/or materials as a
financial promotion is only being directed at and made to (i)
persons who are outside the United Kingdom, (ii) investment
professionals (as defined in Article 19(5) of the Financial
Promotion Order, (iii) persons who are within Article 43(2) of the
Financial Promotion Order (including any creditors of the Company),
or (iv) any other persons to whom it may otherwise lawfully be
communicated in accordance with the Financial Promotion Order (all
such persons together being referred to as "Relevant Persons") and
the transactions contemplated herein will be available only to, and
engaged in only with, Relevant Persons. Any person who is not a
Relevant Person should not act on or rely on this announcement, the
Offer to Purchase or any of its contents.
Italy
None of the Tender Offers, this announcement, the Offer to
Purchase or any other documents or materials relating to the Tender
Offers have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. The Tender Offers are
being carried out in the Republic of Italy ("Italy") as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of February 24, 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of May 14, 1999, as amended.
Any holder or beneficial owner of Securities may tender their
Securities for purchase in the Tender Offers through authorized
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of October 29, 2007, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Securities, this announcement or the Offer to
Purchase.
France
The Tender Offers are not being made, directly or indirectly, to
the public in the Republic of France ("France"). None of this
announcement, the Offer to Purchase or any other document or
material relating to the Tender Offers have been or shall be
distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés), other
than individuals, in each case acting for their own account, all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 of the French Code Monétaire et Financier, are eligible to
participate in the Tender Offers. None of this announcement, the
Offer to Purchase or any other document or material relating to any
of the Tender Offers has been or will be submitted for clearance to
or approved by the Autorité des Marchés Financiers.
General
Neither this announcement nor the Offer to Purchase constitutes
an offer to buy or the solicitation of an offer to sell Securities
(and Offers to Sell will not be accepted from Holders) in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities or other laws require the
Tender Offers to be made by a licensed broker or dealer or similar
and any of the Joint Dealer Managers or any of the Joint Dealer
Managers' respective affiliates is such a licensed broker or dealer
or similar in any such jurisdiction, the Tender Offers shall be
deemed to be made by such Joint Dealer Manager or such affiliate,
as the case may be, on behalf of the Company in such
jurisdiction.
Each Holder participating in the Tender Offers will also be
deemed to give certain representations in respect of the other
jurisdictions referred to above and generally as set out in the
Offer to Purchase. Any tender of Securities for purchase pursuant
to the Tender Offers from a Holder that is unable to make these
representations may be rejected. Each of the Company, the Joint
Dealer Managers and the Information and Tender Agent reserves the
right, in its absolute discretion (and without prejudice to the
relevant Holder's responsibility for the representations made by
it), to investigate, in relation to any tender of the Securities
for purchase pursuant to the Tender Offers, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender may be rejected.
Centrica plc is listed on the London Stock Exchange
(CNA)Registered Office: Millstream, Maidenhead Road, Windsor,
Berkshire SL4 5GDRegistered in England & Wales number:
3033654Legal Entity Identifier number: E26EDV109X6EEPBKVH76ISIN
number: GB00B033F229
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This information is provided by Business Wire
(END) Dow Jones Newswires
February 22, 2018 02:01 ET (07:01 GMT)
Grafico Azioni Centrica (LSE:CNA)
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Da Mar 2024 a Apr 2024
Grafico Azioni Centrica (LSE:CNA)
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