TIDMCNA
22 February 2018
Centrica plc(the "Company")announces 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)
22 February 2018. The Company1 today announces 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 GBP500,000,000 6.375 per cent. Notes
due March 2022 (ISIN: XS0416397338) (the "2022 Notes" and the
"First Priority Notes"); the outstanding GBP200,000,000 6.400 per
cent. Notes due September 2026 (ISIN: XS0265184589) (the "2026
Notes"); the outstanding GBP750,000,000 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
GBP770,000,000 7.000 per cent. Notes due September 2033 (ISIN:
XS0388006123) (the "2033 Notes"); the outstanding GBP550,000,000
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
GBP600,000,000 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.
Tender Offer for the First Priority Notes
Title of ISIN Principal Priority Reference Purchase Amount
Security Amount Acceptance security Spread subject
Outstanding Level for to
Reference the
Rate Tender
Offer
GBP500,000,000 XS0416397338 GBP500,000,000 1 4.00 per 45 basis Any and
6.375 per cent. points all
cent. UK
Notes Treasury
due March Gilt due
2022 March
2022
(ISIN:
GB00B3KJDQ49)
Tender Offer for the Second Priority Notes
Title of Security ISIN Principal Amount Outstanding Priority Acceptance Level Reference security for Reference Rate Purchase Spread Amount subject to the Tender Offer
GBP200,000,000 XS0265184589 GBP200,000,000 2 1.50 per cent. UK Treasury Gilt due July 2026 (ISIN: GB00BYZW3G56) 110 basis points The Maximum Tender Amountlessthe aggregate principal amount of the First Priority Notes validly tendered and accepted for purchase in the Tender Offers
6.400 per cent. Notes
due September 2026
GBP750,000,000 XS0753789980 GBP750,000,000 2 6.00 per cent. UK Treasury Gilt due December 2028 (ISIN: GB0002404191) 115 basis points
4.375 per cent. Notes
due March 2029
Tender Offer for the Third Priority Notes
Title of Security ISIN Principal Amount Outstanding Priority Acceptance Level Reference security for Reference Rate Purchase Spread Amount subject to the Tender Offer
GBP770,000,000 7.000 per cent. Notes due September 2033 XS0388006123 GBP770,000,000 3 4.25 per cent. UK Treasury Gilt due June 2032 (ISIN: GB0004893086) 140 basis points The Maximum Tender Amountlessthe aggregate principal amount of the First Priority Notes and Second Priority Notes validly tendered and accepted for purchase in the Tender Offers, provided however that the Series Acceptance Amount in respect of the 2033 Notes shall not exceed GBP77,000,000
GBP550,000,000 4.250 per cent. Notes due September 2044 XS0825385858 GBP550,000,000 3 3.25 per cent. UK Treasury Gilt due January 2044 (ISIN: GB00B84Z9V04) 140 basis points
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used but not defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum.
The aggregate principal amount of Notes that may be accepted by
the Company for purchase in the Tender Offers will be based on a
maximum tender amount of GBP600,000,000 (as increased or decreased
in the sole discretion of the Company in accordance with the terms
and conditions contained in the Tender Offer Memorandum) (the
"Maximum Tender Amount") and the priority level (the "Priority
Acceptance Level") for such Series, as set out under "Priority
Acceptance Level" in the table above. Tenders of Second Priority
Notes and Third Priority Notes in the Tender Offers may be
pro-rated as set out in the Tender Offer Memorandum. All of the
First Priority Notes, which have the highest Priority Acceptance
Level ("Priority Acceptance Level 1"), that are validly tendered in
the Tender Offer will be accepted in full before any of the Second
Priority Notes ("Priority Acceptance Level 2") and the Third
Priority Notes ("Priority Acceptance Level 3") (in such order of
acceptance), that are validly tendered in the Tender Offer are
accepted. If the Company accepts any validly tendered First
Priority Notes for purchase then all First Priority Notes validly
tendered will be accepted for purchase in full without pro-ration,
in accordance with the terms and conditions of the Tender Offers.
Second Priority Notes and Third Priority Notes validly tendered may
be accepted for purchase in accordance with the terms and
conditions of the Tender Offers but may be subject to pro-ration so
that the Company will only accept for purchase Notes having an
aggregate principal amount equal to the Maximum Tender Amount, as
described in the next paragraph. The Company has full discretion as
to the allocation of the purchase funds between Notes of the same
Priority Acceptance Level, provided that the Series Acceptance
Amount in respect of the 2033 Notes shall not exceed
GBP77,000,000.
As the principal amount outstanding of the First Priority Notes
is less than the Maximum Tender Amount, the Company will accept any
and all of the First Priority Notes and an aggregate principal
amount of Second Priority Notes validly tendered of up to (i) the
Maximum Tender Amount less (ii) the aggregate principal amount of
the First Priority Notes validly tendered and accepted for purchase
in the Tender Offers. If the aggregate principal amount of Second
Priority Notes of either Series validly tendered in the Tender
Offer is greater than the relevant Series Acceptance Amount then
such Second Priority Notes will, if accepted for purchase, be
accepted on a pro-rata basis.
If the aggregate principal amount of the First Priority Notes
and Second Priority Notes validly tendered is equal to or in excess
of the Maximum Tender Amount then none of the Third Priority Notes
will be accepted for purchase. If the aggregate principal amount of
First Priority Notes and Second Priority Notes validly tendered in
the Tender Offer is less than the Maximum Tender Amount, then the
Company will accept an aggregate principal amount of Third Priority
Notes validly tendered of up to (i) the Maximum Tender Amount less
(ii) the aggregate principal amount of the First Priority Notes and
Second Priority Notes validly tendered and accepted for purchase in
the Tender Offers. If the aggregate principal amount of Third
Priority Notes of either Series validly tendered in the Tender
Offer is greater than the relevant Series Acceptance Amount then
such Third Priority Notes will, if accepted for purchase, be
accepted on a pro-rata basis. The aggregate principal amount of
validly tendered 2033 Notes accepted for purchase by the Company
pursuant to the relevant Tender Offer will not exceed
GBP77,000,000.
In respect of each Series of Notes accepted for purchase, the
price payable per GBP1,000 in principal amount of Notes (subject in
each case to the applicable Minimum Denomination), as the case may
be, will be determined at or around 12:00 hours (London Time) (the
"Pricing Time") on 2 March 2018 (the "Pricing Date") by the Joint
Dealer Managers in accordance with market convention, by reference
to (i) in the case of each Series of Notes other than the 2026
Notes the annualised sum of (x) the relevant fixed Purchase Spread
as specified in the table above, and (y) the relevant Reference
Rate (as defined herein); and (ii) in the case of the 2026 Notes,
the sum of (x) the relevant fixed Purchase Spread as specified in
the table above and (y) the 2026 Benchmark Rate.
In case any Notes are accepted for purchase pursuant to the
Tender Offers, the Company will also pay accrued and unpaid
interest on the relevant Notes from, and including, the immediately
preceding interest payment date for such Notes up to, but
excluding, the Settlement Date, which is expected to be 6 March
2018.
The Company is not under any obligation to accept for purchase
any Notes tendered pursuant to the Tender Offers. The acceptance
for purchase by the Company of Notes validly tendered pursuant to
the Tender Offers is at the sole discretion of the Company and
tenders may be rejected by the Company for any reason.
The Company reserves the right at any time to waive any or all
of the conditions of the Tender Offers as set out in the Tender
Offer Memorandum.
The Company has today launched, contemporaneously with the
launch of the Tender Offers, offers to purchase for cash (the "U.S.
Tender Offers") (i) any and all of one series of its U.S. dollar
denominated debt securities with an outstanding principal amount of
US$750,000,000 and (ii) a capped amount of one series of its U.S.
dollar denominated debt securities with a principal amount
outstanding of US$600,000,000. The U.S. Tender Offers are made
separately to this announcement.
The Tender Offers, together with the U.S. 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.
Electronic Offer Instructions
In order to participate in, and be eligible to receive the
Tender Consideration in respect of the relevant Series of Notes
pursuant to, the Tender Offers, Noteholders must submit, or procure
the submission of, a valid offer to sell Notes ("Offer to Sell")
via an Electronic Offer Instruction that is received by the Tender
Agent by 16:00 hours (London time) on 1 March 2018. Electronic
Offer Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
The Notes are denominated, and accordingly can only be tendered
in the Tender Offers, in the Minimum Denominations and Permitted
Integral Multiples in excess thereof applicable to each respective
Series, being:
Series Minimum Denomination Permitted Integral Multiples
2022 Notes GBP50,000 GBP1,000
2026 Notes GBP50,000 GBP50,000
2029 Notes GBP100,000 GBP1,000
2033 Notes GBP50,000 GBP1,000
2044 Notes GBP100,000 GBP1,000
Save for in respect of the First Priority Notes, a separate
Offer to Sell must be completed on behalf of each beneficial owner
and in respect of each Series of Notes.
Before making a decision whether to tender Notes pursuant to a
Tender Offer, Noteholders should carefully consider all of the
information in the Tender Offer Memorandum and, in particular, the
factors set out under the heading "Risk Factors".
Indicative Timetable for the Tender Offers
Events/Dates Times and Dates
Commencement of the Tender Offers
Tender Offers announced and beginning 22 February 2018
of Tender Offer Period.
Tender Offer Memorandum available
from the Tender Agent.
Expiration Time
Deadline for receipt of Electronic Offer Instructions 16:00 hours (London time) on 1 March 2018
and end of Tender Offer Period.
Tendering holders should note that Electronic Offer
Instructions must be submitted in accordance
with the deadlines of the Clearing Systems,
which will be before the Expiration Time.
Announcement of Indicative Results of Tender Offers
Announcement by the Company of the aggregate As soon as reasonably practicable on 2 March 2018
principal amount of Notes
of each Series validly tendered
pursuant to the Tender Offers
and a non-binding indication of
the level at which it expects
to set (i) the aggregate principal
amount of Notes to be
accepted for purchase pursuant to
the Tender Offers and each Series
Acceptance Amount; and (ii) any
indicative Pro-Rating Factor(s)
(if applicable) in the event
the Company decides to accept
valid tenders of Notes pursuant to the Tender Offers.
Pricing Date and Time
Determination of each Purchase At or around 12:00 hours (London time) on 2 March 2018
Price and determination of
the relevant Reference Rate and the relevant Purchase
Yield in respect of each Series of Notes accepted for
purchase pursuant to the relevant Tender Offer.
Announcement of Final Offer Results and Pricing
Announcement of (i) whether the Company As soon as reasonably practicable after
will accept valid Offers to Sell the Pricing Time on the Pricing Date
pursuant to the Tender Offers; (ii)
in respect of the Notes accepted
for purchase, the relevant Accrued Interest
Amount, 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 Date
Settlement of the Tender Offers Expected to take place on 6 March 2018
and payment of the Tender
Consideration in respect of Notes
accepted for purchase.
The Company may, in its sole discretion, extend, re-open, amend
or terminate the Tender Offers and amend any of the terms and
conditions at any time (subject to applicable law and as provided
in the Tender Offer Memorandum) and the above times and dates are
subject to the right of the Company to so extend, re-open, amend
and/or terminate the Tender Offers.
Noteholders are advised to check with the broker, dealer, bank,
custodian, trust company, or other nominee through which they hold
their Notes as to the deadlines by which such intermediary would
require receipt of instructions from Noteholders to participate in,
or (where permitted) to withdraw their instructions to participate
in, the Tender Offers in accordance with the terms and conditions
of the Tender Offers as described in the Tender Offer Memorandum in
order to meet the deadlines set out above and in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission and (where permitted) withdrawal
of Offers to Sell will be earlier than the relevant deadlines
specified above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Tender Offers will be made by the delivery of notices to the
Clearing Systems for communication to Direct Participants. Such
announcements may also be made on the relevant Reuters Screen
and/or by the issue of a press release to a Notifying News Service
and/or via the Regulatory News Service operated by the London Stock
Exchange. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender Agent,
the contact details for which are on the last page of the Tender
Offer Memorandum. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Noteholders are
urged to contact the Tender Agent for the relevant announcements
during the course of the Tender Offers. In addition, Noteholders
may contact the Joint Dealer Managers for information using the
contact details below.
Noteholders are advised to carefully read the Tender Offer
Memorandum for full details of, and information on, the procedures
for participating in the Tender Offer.
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
JOINT DEALER MANAGERS
Barclays Bank PLC Citigroup Global Markets Limited
5 The North Colonnade Citigroup Centre
Canary Wharf 33 Canada Square
London E14 4BB Canary Wharf
United Kingdom London E14 5LB
United Kingdom
Tel: +44 20 3134 8515 Tel: +44 20 7986 8969
Attention: Liability Attention: Liability Management Group
Management Group
Email: eu.lm@barclays.com Email: liabilitymanagement.europe@citi.com
Société Générale The Royal Bank of Scotland plc
Tours Société Générale (trading as NatWest Markets)
17, Cours Valmy 250 Bishopsgate
92987 Paris La London EC2M 4AA
Défense Cedex
France United Kingdom
Tel: +33 142 13 32 40 Tel: +44 20 7678 5282
Attention: Liability Attention: Liability Management
Management
Email: Email: liabilitymanagement@natwestmarkets.com
liability.management@sgcib.com
Requests for information in relation to the procedures for
tendering Notes in the Tender Offers and the submission of
Electronic Offer Instructions or for copies of the Tender Offer
Memorandum or related documents should be directed to:
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Thomas Choquet
Email: centrica@lucid-is.com
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation.
DISCLAIMER
Nothing in this announcement constitutes an offer of securities
in the United States of America. The notes referred to above have
not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States.
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Tender Offers. 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.
Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Notes pursuant
to the Tender Offers. None of the Company, the Joint Dealer
Managers or the Tender Agent or any of their respective directors,
employees or affiliates makes any recommendation whether
Noteholders should tender any Notes pursuant to the Tender
Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
United States
The Tender Offers are not being made, and will not be made,
directly or indirectly in or into, or by use of the mail of, or by
any means or instrumentality of interstate or foreign commerce of
or of any facilities of a national securities exchange of, the
United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. The Notes may not be
tendered in the Tender Offers by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States or by any person
acting for the account or benefit of a person located or resident
in the United States. Accordingly, copies of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Tender Offers are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any
persons located or resident in the United States. Any purported
tender of Notes in the Tender Offers resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by, or by any person acting
for the account or benefit of a person located in the United States
or from within the United States or from any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be
invalid and will not be accepted.
Each holder of Notes participating in the Tender Offers will
represent that it is not located in the United States and it is not
participating in the Tender Offers from the United States, or that
it is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to
participate in the Tender Offers from the United States. For the
purposes of this and the above paragraph, "United States" means the
United States of America, 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 of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum 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 authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended. Accordingly, 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 such documents
and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or to persons falling within Article 43(2) of
the Order (including a creditor of the Company), or to other
persons to whom it may otherwise lawfully be made in accordance
with the Order.
Italy
None of the Tender Offers, this announcement, the Tender Offer
Memorandum 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 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended.
Any holder or beneficial owner of the Notes located in Italy may
tender their Notes for purchase in the Tender Offers through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of 1 September 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 Notes, this announcement or the Tender Offer
Memorandum.
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 Tender Offer Memorandum 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
Tender Offer Memorandum, or any other document or material relating
to the Tender Offers has been or will be submitted for clearance to
or approved by the Autorité des Marchés Financiers.
General
None of this announcement, the Tender Offer Memorandum or the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and Offers to Sell will not
be accepted from Noteholders) in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky 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.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in a Tender
Offer will also be deemed to give certain representations in
respect of the other jurisdictions referred to above and generally
as set out in the section of the Tender Offer Memorandum titled
"Procedures for Submitting Offers to Sell". Any tender of Notes for
purchase pursuant to the Tender Offers from a Noteholder that is
unable to make these representations may be rejected. Each of the
Company, the Joint Dealer Managers and the Tender Agent reserves
the right, in its absolute discretion (and without prejudice to the
relevant Noteholder's responsibility for the representations made
by it), to investigate, in relation to any tender of the Notes for
purchase pursuant to the Tender Offers, whether any such
representation given by a Noteholder 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
Offer to Sell 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
1 (LEI E26EDV109X6EEPBKVH76)
View source version on businesswire.com:
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This information is provided by Business Wire
(END) Dow Jones Newswires
February 22, 2018 02:01 ET (07:01 GMT)
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