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 Subordinated
Resettable Fixed Rate Notes due 2075
10
May 2024. Centrica plc (the
Offeror) announces today an
invitation to holders of its outstanding £450,000,000 Subordinated Resettable Fixed Rate Notes due 2075
(ISIN: XS1216019585) (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 10 May 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
|
First Call
Date
|
Purchase
Price
|
Amount subject to the
Offer
|
£450,000,000 Subordinated Resettable Fixed Rate Notes due
2075
|
XS1216019585 / 121601958
|
£450,000,000
|
10 April
2025
|
100.15
per cent.
|
Any and
all
|
Rationale for the
Offer
The purpose of the Offer and the
planned issuance of New Notes is, amongst other things, to
proactively manage the Offeror's hybrid portfolio. The Offer also
provides eligible Noteholders with the opportunity to sell their
Notes ahead of their upcoming first reset date and to apply for
priority in the allocation of the New Notes.
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 for such Notes equal to 100.15 per
cent. of the nominal amount of such Notes (the Purchase Price).
The Offeror will also pay an Accrued
Interest Payment in respect of any Notes accepted for purchase
pursuant to the Offer.
Acceptance and No
Scaling
If the Offeror decides to accept any
valid tenders of Notes for purchase pursuant to the Offer, the
Offeror will (subject to the satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date) accept for
purchase all Notes that are validly tendered in full, with no
pro rata
scaling.
The Offeror's right to redeem
following the repurchase (and corresponding cancellation) or
redemption of 80 per cent. of the Notes
Under the terms and conditions of
the Notes, in the event that 80 per cent. or more of the nominal
amount of the Notes has been repurchased (and cancelled) or
redeemed by the Offeror, including pursuant to the Offer or
otherwise, the Offeror may, at its option, redeem all (but not some
only) of the remaining outstanding Notes at their principal amount
together with any accrued and unpaid interest (including any
outstanding Arrears of Interest (as defined in the terms and
conditions of the Notes)) up to (but excluding) the redemption
date, subject to the Offeror having given the holders of the Notes
not less than 30 nor more than 60 days' notice and certain other
conditions being satisfied.
It is the current intention of the
Offeror to exercise such call option if available following
settlement of the Offer, although any future decision by the
Offeror to redeem the outstanding Notes will ultimately depend on
various factors existing at that time and no assurance can be given
that the 80 per cent. threshold described above will or will not be
met pursuant to the Offer.
New Financing
Condition
The Offeror also announces today
that it intends to issue new sterling-denominated subordinated
resettable fixed rate notes (the New Notes), subject to market
conditions.
Whether the Offeror will purchase
any Notes validly tendered in the Offer is conditional, without
limitation, on the successful completion (in the sole determination
of the Offeror) of the offering of the New Notes (the New Financing Condition), unless the
New Financing Condition is waived by the Offeror.
Even if the New Financing Condition
is satisfied (or waived), the Offeror is under no obligation to
accept for purchase any Notes validly tendered pursuant to the
Offer. The acceptance by the Offeror of Notes validly tendered
pursuant to the Offer is at the sole discretion of the Offeror and
tenders may be rejected by the Offeror for any reason.
Any investment decision to purchase any New Notes should be
made solely on the basis of the information contained in the
prospectus to be prepared by the Offeror in connection with the
issue and listing of the New Notes (the Prospectus), and no reliance is to be
placed on any representations other than those contained in the
Prospectus. Subject to compliance with applicable securities laws
and regulations, the Prospectus in preliminary form relating to the
New Notes is available from the Dealer Managers on
request.
For the avoidance of doubt, the ability to purchase New Notes
is subject to all applicable securities laws and regulations in
force in any relevant jurisdiction (including the jurisdiction of
the relevant Noteholder and the selling restrictions set out in the
Prospectus). It is the sole responsibility of each Noteholder to
satisfy itself that it is eligible to purchase the New
Notes.
The New Notes are not being, and will not be, offered or sold
in the United States. Nothing in either this announcement or the
Tender Offer Memorandum constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States
or any other jurisdiction. Securities may not be offered, sold or
delivered in the United States absent registration under, or an
exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the Securities Act). The New Notes have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).
Compliance information for
the New Notes:
UK
MiFIR/MiFID II professionals/ECPs-only/No PRIIPs or UK PRIIPs KID -
Manufacturer target market (UK MiFIR product governance and MIFID
II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs or UK PRIIPs
key information document (KID) has been prepared as not available
to retail in EEA or UK.
See the Prospectus for further information.
No
action has been or will be taken in any jurisdiction in relation to
the New Notes to permit a public offering of
securities.
Allocation of the New
Notes
When considering allocation of the
New Notes, the Offeror may give preference to those Noteholders
that, prior to such allocation, have validly tendered or have given
a firm intention to either Dealer Manager that they intend to
tender their Notes for purchase pursuant to the Offer. Therefore, a
Noteholder that wishes to subscribe for New Notes in addition to
tendering its existing Notes for purchase pursuant to the Offer may
be eligible to receive, at the sole and absolute discretion of the
Offeror, priority in the allocation of the New Notes, subject to
the issue of the New Notes and such Noteholder making a separate
application for the purchase of such New Notes to either Dealer
Manager (in its capacity as a joint lead manager of the issue of
the New Notes) in accordance with the standard new issue procedures
of such Dealer Manager. Any such preference will, subject to the
sole and absolute discretion of the Offeror, be applicable up to
the aggregate nominal amount of Notes tendered by such Noteholder
(or in respect of which such Noteholder has indicated a firm
intention to tender as described above) pursuant to the Offer.
However, the Offeror is not obliged to allocate any New Notes to a
Noteholder that has validly tendered or indicated a firm intention
to tender its Notes for purchase pursuant to the Offer and, if any
such New Notes are allocated, the nominal amount thereof may be
less or more than the nominal amount of Notes tendered by such
Noteholder and accepted for purchase by the Offeror pursuant to the
Offer. Any such allocation will also, among other factors, take
into account the minimum denomination of the New Notes (being
£100,000).
All allocations of the New Notes,
while being considered by the Offeror as set out above, will be
made in accordance with customary new issue allocation processes
and procedures in the sole and absolute discretion of the Offeror.
In the event that a Noteholder validly tenders Notes pursuant to
the Offer, such Notes will remain subject to such tender and the
conditions of the Offer as set out in the Tender Offer Memorandum
irrespective of whether that Noteholder receives all, part or none
of any allocation of New Notes for which it has applied.
Noteholders should note that the pricing and allocation of the
New Notes are expected to take place prior to the Expiration
Deadline for the Offer and any Noteholder that wishes to subscribe
for New Notes in addition to tendering existing Notes for purchase
pursuant to the Offer should therefore provide, as soon as
practicable, to either Dealer Manager any indications of a firm
intention to tender Notes for purchase pursuant to the Offer and
the quantum of Notes that it intends to tender.
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 17 May 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 £100,000, being the minimum denomination of the Notes,
and may thereafter be submitted in integral multiples of
£1,000.
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).
|
Friday, 10 May 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 Friday, 17 May
2024
|
Announcement of
Results
|
|
Announcement by the Offeror of
whether it will accept (subject to the satisfaction (or waiver) of
the New Financing Condition on or prior to the Settlement Date)
valid tenders of Notes pursuant to the Offer and, if so accepted, the aggregate nominal amount of Notes so
accepted.
|
As soon as reasonably practicable on
Monday, 20 May 2024
|
Settlement
Date
|
|
Subject to the satisfaction (or
waiver) of the New Financing Condition, 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.
|
Wednesday, 22 May 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 relevant Reuters Insider Screen 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
|
J.P. Morgan Securities
plc
25 Bank
Street
Canary
Wharf
London
E14 5JP
United
Kingdom
Telephone: +44 20 7134 2468
Attention: EMEA Liability Management Group
Email:
liability_management_EMEA@jpmorgan.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.
No
action has been or will be taken in any jurisdiction in relation to
the New Notes that would permit a public offering of securities.
The minimum denomination of the New Notes will be
£100,000.
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.
Neither this announcement nor the
Tender Offer Memorandum is an offer of securities for sale in the
United States or to U.S. persons (as defined in Regulation S of the
Securities Act) (each a U.S.
Person). Securities may not be offered or sold in the United
States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New
Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, in the United States or to, or
for the account or benefit of, U.S. Persons.
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 two paragraphs, 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.
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