REG - Centrica PLC - Centrica announces new issue and tender offer

CentricaAnnouncement

10/05/2024 09:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240510:nRSJ9738Na&default-theme=true

RNS Number : 9738N  Centrica PLC  10 May 2024

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 /                    Outstanding Nominal Amount  First Call Date  Purchase Price    Amount subject to the Offer

Common Code
 £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         Friday, 10 May 2024
 (subject to the restrictions set out in "Offer and Distribution Restrictions"
 below).
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4.00 p.m. on Friday, 17 May 2024
 order for Noteholders to be able to participate in the Offer.
 Announcement of Results
 Announcement by the Offeror of whether it will accept (subject to the            As soon as reasonably practicable on Monday, 20 May 2024
 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.
 Settlement Date
 Subject to the satisfaction (or waiver) of the New Financing Condition,          Wednesday, 22 May 2024
 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.

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                       J.P. Morgan Securities plc

 1 Churchill Place                       25 Bank Street

 London E14 5HP                          Canary Wharf

 United Kingdom                          London E14 5JP

                                         United Kingdom

 Telephone: +44 20 3134 8515             Telephone: +44 20 7134 2468

 Attention: Liability Management Group   Attention: EMEA Liability Management Group

 Email: eu.lm@barclays.com               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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  TENGZGMKRGKGDZG