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

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