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).
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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
Centrica plc
announces Tender Offer for its £770,000,000
7.00 per cent. Notes due 2033
4
June 2024. Centrica plc (the
Offeror) announces today an
invitation 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 Offeror for cash (such
invitation, the Offer).
The Offer is being made on the terms
and subject to the conditions contained in the tender offer
memorandum dated 4 June 2024 (the Tender Offer Memorandum) prepared by
the Offeror and is subject to the offer restrictions set out below
and as more fully described in the Tender Offer
Memorandum.
Copies of the Tender Offer
Memorandum are (subject to distribution restrictions) available
from the Tender Agent as set out below. Capitalised terms used in
this announcement but not defined have the meaning given to them in
the Tender Offer Memorandum.
Summary of the
Offer
Notes
|
ISIN /
Common Code
|
Outstanding Nominal
Amount
|
Maturity
Date
|
Benchmark
Security
|
Purchase
Spread
|
Maximum Acceptance
Amount
|
£770,000,000 7.00 per cent. Notes due
2033
|
XS0388006123 / 038800612
|
£770,000,000
|
19
September 2033
|
0.875 per
cent. UK Treasury Gilt due 31 July 2033 (ISIN:
GB00BM8Z2S21)
|
90
bps
|
Subject
as set out in the Tender Offer Memorandum, up to £350,000,000 in
aggregate nominal amount of the Notes
|
Rationale for the
Offer
The rationale for the Offer is to
proactively manage the Offeror's balance sheet and maturity
profile.
Purchase Price and Accrued
Interest
The Offeror will pay for any Notes
validly tendered and accepted for purchase by the Offeror pursuant
to the Offer a purchase price (the Purchase Price) for such Notes to be
determined at or around 9.30 a.m. (London time) on 12 June 2024
(such time and date, the Pricing
Time) by reference to the annualised sum (such annualised
sum, the Purchase Yield) of
(i) the purchase spread of 90 bps (the Purchase Spread); and (ii) the
Benchmark Security Rate.
The Purchase Price will be
determined in accordance with market convention and expressed as a
percentage of the nominal amount of the Notes accepted for purchase
pursuant to the Offer (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards), and is intended to reflect a
yield to maturity of the Notes on the Settlement Date based on the
Purchase Yield. Specifically, the Purchase Price will equal (a) the
value of all remaining payments of principal and interest on the
Notes up to and including the scheduled maturity date of the Notes,
discounted to the Settlement Date as a discount rate equal to the
Purchase Yield, minus (b) Accrued Interest.
The Offeror will also pay an Accrued
Interest Payment in respect of any Notes accepted for purchase
pursuant to the Offer.
Final Acceptance Amount and
Scaling
If the Offeror decides to accept any
valid tenders of Notes for purchase pursuant to the Offer, the
Offeror proposes that the aggregate nominal amount of Notes it will
accept for purchase will be no greater than £350,000,000 (the
Maximum Acceptance Amount), although the
Offeror reserves the right, in its sole discretion, to accept
significantly more or significantly less than (or none of) such
amount of Notes for purchase pursuant to the Offer (the final
aggregate nominal amount of Notes so accepted for purchase pursuant
to the Offer being the Final
Acceptance Amount).
If the Offeror decides to accept any
validly tendered Notes for purchase pursuant to the Offer and the
aggregate nominal amount of Notes validly tendered for purchase is
greater than the Final Acceptance Amount, the Offeror intends to
accept such Notes for purchase on a pro rata basis such that the aggregate
nominal amount of Notes accepted for purchase pursuant to the Offer
is no greater than the Final Acceptance Amount, as fully described
in the Tender Offer Memorandum.
Tender
Instructions
In order to participate in, and be
eligible to receive the Purchase Price and Accrued Interest Payment
pursuant to the Offer, Noteholders must validly tender their Notes
by delivering, or arranging to have delivered on their behalf, a
valid Tender Instruction that is received by the Tender Agent by
4.00 p.m. (London time) on 11 June 2024, unless extended,
re-opened, amended and/or terminated as provided in the Tender
Offer Memorandum (the Expiration
Deadline).
Tender Instructions will be irrevocable
except in the limited circumstances described in
the Tender Offer Memorandum.
Tender Instructions must be
submitted in respect of a minimum nominal amount of Notes of no
less than £50,000, being the minimum denomination of the Notes, and
may thereafter be submitted in integral multiples of
£1,000.
A separate Tender Instruction must
be completed on behalf of each beneficial owner of Notes wishing to
participate in the Offer.
Indicative Timetable for the
Offer
Events
|
Times and Dates
(All times are London
time)
|
Commencement of the
Offer
Offer announced. Tender Offer
Memorandum available from the Tender Agent (subject to the
restrictions set out in "Offer and Distribution Restrictions"
below).
|
Tuesday 4 June 2024
|
Expiration
Deadline
Final deadline for receipt of valid
Tender Instructions by the Tender Agent in order for Noteholders to
be able to participate in the Offer.
|
4.00 p.m. on Tuesday 11 June
2024
|
Announcement of Indicative
Results
|
|
Announcement by the Offeror of a
non-binding indication of the level at which it expects to set the
Final Acceptance Amount and (if applicable) indicative details of
any pro rata scaling that
will be applied in the event that the Offeror decides to accept
valid tenders of Notes for purchase pursuant to the
Offer.
|
Prior to the Pricing Time on
Wednesday 12 June 2024
|
Pricing
Time
|
|
Determination of the Benchmark
Security Rate, the Purchase Yield and the Purchase
Price.
|
At or around 9.30 a.m. on Wednesday
12 June 2024
|
Announcement of Results and
Pricing
|
|
Announcement by the Offeror of
whether it will accept valid tenders of Notes pursuant to the
Offer and, if so accepted, the Final
Acceptance Amount, the Benchmark Security Rate, the Purchase Yield,
the Purchase Price and (if applicable) details of any pro rata scaling that will be applied
to tenders of Notes.
|
As soon as reasonably practicable
after the Pricing Time on Wednesday 12 June 2024
|
Settlement
Date
|
|
Expected Settlement Date for the
Offer. Payment of the Purchase Price and Accrued Interest Payment
in respect of Notes accepted for purchase pursuant to the
Offer.
|
Friday 14 June 2024
|
The Offeror may, in its sole discretion, extend, re-open,
amend, waive any condition of or terminate the Offer 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 Offeror to so extend, re-open, amend and/or terminate the
Offer.
Noteholders are advised to check with any bank, securities
broker, clearing system or other intermediary through which they
hold Notes when such intermediary would need to receive
instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offer by the deadlines specified in the Tender Offer
Memorandum. The deadlines set by any such intermediary and
each Clearing System for the submission and withdrawal of Tender
Instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.
Unless stated otherwise,
announcements in connection with the Offer will be made (i) by
publication through RNS and (ii) by the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be made on
the Informa IGM Screen Insider service and by the issue of a press
release to a Notifying News Service. 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
below. 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 Offer. In addition, Noteholders may contact the
Dealer Managers for information using the contact details
below.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for, participating in the Offer.
Questions and requests for
assistance in connection with the Offer may be directed to the
Dealer Managers.
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
|
Questions and requests for
assistance in connection with the delivery of Tender Instructions
may be directed to the Tender Agent.
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 Offer described above. For the purposes of UK MAR
and the Implementing Technical Standards, this announcement is made
by Raj Roy, Company Secretary at Centrica plc.
LEI: E26EDV109X6EEPBKVH76
DISCLAIMER 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 Offer. If any Noteholder is in any
doubt as to the contents of 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, clearing system, trust company or other nominee must
contact such entity if it wishes to tender such Notes pursuant to
the Offer. None of the Offeror, the Dealer Managers or the Tender
Agent or any of their respective directors, employees or affiliates
makes any recommendation whether Noteholders should tender Notes
pursuant to the Offer.
Offer and Distribution
Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. 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
come(s) are required by each of the Offeror, the Dealer Managers
and the Tender Agent to inform themselves about, and to observe,
any such restrictions. Nothing in this announcement
nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in
the Offer will not be accepted from any 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 Offer to be made by a licensed broker or dealer and
either Dealer Manager or any of the Dealer Managers' respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by such Dealer
Manager or such affiliate, as the case may be, on behalf of the
Offeror in such jurisdiction in accordance with applicable laws and
regulations.
United States
The Offer is not being made, and
will not be made, directly or indirectly in or into, or by use of
the mails 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 Offer by any such use, means, instrumentality or facility from
or within the United States or by persons 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 Offer 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 Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States or 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 Noteholder participating in the
Offer will represent that it is not located in the United States
and is not participating in the Offer from the United States, or 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 Offer 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.
Italy
None of the Offer, this
announcement, the Tender Offer Memorandum or any other document or
materials relating to the Offer 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 Offer is 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.
Accordingly, Noteholders or
beneficial owners of the Notes that are located in Italy can tender
Notes for purchase in the Offer 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. 20307
of 15 February 2018, 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 and/or
the Offer.
United Kingdom
The communication of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offer is not being made, 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. 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 Financial Promotion Order)) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
Belgium
The Offer is not being made, and
will not be made or advertised, directly or indirectly, to any
individual in Belgium qualifying as a consumer within the meaning
of Article I.1 of the Belgian Code of Economic Law, as amended from
time to time (a Belgian
Consumer) and none of this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer has been, and shall not be, distributed, directly or
indirectly, in Belgium to Belgian Consumers.
France
The Offer is not being made,
directly or indirectly, to the public in the Republic of France
(France). This
announcement, the Tender Offer Memorandum and any other document or
material relating to the Offer have only been, and shall only be,
distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129.
Neither this announcement nor the Tender Offer
Memorandum have been or will be submitted for clearance to or
approved by the Autorité des
Marchés Financiers.