LONDON, Feb. 22, 2018 /PRNewswire/ -- 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
Security
|
CUSIP/ISIN
Number
|
Principal
Amount
Outstanding
|
Reference
Security
|
Bloomberg
Reference Page
|
Fixed
Spread
|
4.000% senior
notes due 2023
|
144A:15639KAA0/ US15639KAA07 Reg
S: G2071AAE0/ USG2071AAE04
|
US$750,000,000
|
2.375%
U.S. Treasury notes
due January 2023
|
PX1
|
70 bps
|
Maximum Tender Notes
Title of
Security
|
CUSIP/ISIN
Number
|
Principal Amount
Outstanding
|
Reference
Security
|
Bloomberg
Reference Page
|
Fixed
Spread
|
Early Tender
Payment(b)
|
5.375% senior
notes due 2043
|
144A:
15639KAB8/
US15639KAB89
Reg S: G2071AAF7/
USG2071AAF78
|
US$600,000,000
|
2.750% U.S.
Treasury notes due
November
2047
|
PX1
|
130 bps
|
US$50 per
US$1,000
|
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.
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 1, 2018, unless extended by the
Company.
|
The time and date for
determining the Total Consideration with respect to the Any and All
Notes.
|
Any and All
Withdrawal Deadline
|
5:00 p.m., New York
City time, on March 1, 2018, unless extended by the
Company.
|
The last time and day
for you to validly withdraw tenders of Any and All
Notes.
|
Any and All
Expiration
Time
|
5:00 p.m., New York
City time, on March 1, 2018, unless extended by the
Company.
|
The last time and day
for you to tender Any and All 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 Any and All Expiration
Time.
|
The date which the
Company will announce the results of the Any and All Tender
Offer.
|
Guaranteed Delivery
Expiration Date
|
5:00 p.m., New York
City time, on March 5, 2018, the second business day after the Any
and All Expiration Time, unless extended by the Company.
|
The last time and
date for delivery to the Tender and Information Agent of Any and
All Notes in respect of 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 Expiration Time when the Company makes payment in
same-day funds for purchased Any and All Notes. It is expected that
the Any and All Settlement Date will be March 5, 2018, the second
business day after the Any and All Expiration Time.
|
The date for payment
of the Total Consideration, plus Accrued Interest, for your Any and
All Notes accepted for purchase (other than Any and All Notes which
are accepted for purchase pursuant to the guaranteed delivery
procedures).
|
Guaranteed
Delivery
Settlement Date
|
A date, promptly
after the Any and All Expiration Time and expected to be the third
business day following the Any and All Expiration Time, or March 6,
2018.
|
The date for payment
of the Total Consideration, plus Accrued Interest, for your Any and
All Notes accepted for 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, 2018, unless extended by the
Company.
|
The last time and day
for you to validly withdraw tenders of the Maximum Tender
Notes.
|
Early Tender
Date
|
5:00 p.m., New York
City time, on March 7, 2018, unless extended by the
Company.
|
The last time and day
for you to tender the Maximum Tender 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 8, 2018, unless extended by the
Company.
|
The time and date for
determining the applicable Total Consideration and the 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 Company makes payment in same-day
funds for all of the Maximum Tender Notes tendered on or prior to
the Early Tender Date and 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.
|
The date for payment
of the applicable Total Consideration plus Accrued Interest with
respect to the Maximum Tender Notes you validly tendered on or
prior to the Early Tender Date and that are accepted for
purchase.
|
Maximum Tender
Expiration Time
|
11:59 p.m., New York
City time, on March 21, 2018, unless extended by the
Company.
|
The last time and day
for you to tender the Maximum Tender Notes pursuant to the Maximum
Tender Offer.
|
Maximum Tender
Final
Settlement Date
|
A date promptly after
the Maximum Tender Expiration Time when the Company makes payment
in same-day funds for all of the Maximum Tender Notes tendered
after the Early Tender Date and 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.
|
The date for payment
of the Late Tender Offer Consideration plus Accrued Interest with
respect to your Maximum Tender Notes that you validly tendered
after the Early Tender Date and on or prior to the Maximum Tender
Expiration Time and that are accepted for purchase.
|
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 plc
Millstream
Maidenhead Road
Windsor
Berkshire SL4 5GD
Investors and Analysts
Tel: +44 (0)1753 494900
Email: ir@centrica.com
Media
Tel: +44 (0)1784 843000
Email: media@centrica.com
Treasury
Tel: 01753494165
Email: creditinvestor@centrica.com
The Joint Dealer Managers
Barclays Capital Inc.
745 Seventh Avenue, 5th
Floor
New York, NY 10019
United States
Attention: Liability Management Group
Collect: 212-528-7581
Toll Free: 800-438-3242
Europe: +44 20 3134 8515
Email: liability.management@barclays.com
Citigroup Global Markets Limited
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
Attn: Liability Management Group
London: +44 20 7986 8969
U.S. Toll-Free: +1 800 558 3745
U.S.: +1 212 723 6106
Email: liabilitymanagement.europe@citi.com
RBS Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
United States
U.S.: +1 203-897 2963
Toll Free; +1 866 884 2071
International: +44 20 7678 5282
Attention: Liability Management
Email: LiabilityManagement@natwestmarkets.com
Société Générale
Tours Société Générale
17, Cours Valmy
92987 Paris La Défense Cedex
France
U.S. Toll Free: +1 855 881 2108
U.S.: +1 212 278 6957
Europe: +33 142 13 32 40
Attention: Liability Management
Email: liability.management@sgcib.com
The Information and Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Fax: +44 20 3004 1590
Attention: Thomas Choquet
Email: 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.
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
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SOURCE Centrica plc