Centrica PLC has announced a tender offer for its outstanding £450,000,000 Subordinated Resettable Fixed Rate Notes due 2075. The offer is being made to holders of the Notes, providing them with the opportunity to tender their Notes for purchase by the Offeror for cash. The purpose of the offer and the planned issuance of New Notes is to proactively manage the Offeror's hybrid portfolio and provide 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.
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. Additionally, the Offeror will pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the Offer. If the Offeror decides to accept any valid tenders of Notes for purchase pursuant to the Offer, the Offeror will accept for purchase all Notes that are validly tendered in full, with no pro rata scaling.
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. The Offeror also intends to issue new sterling-denominated subordinated resettable fixed rate notes (the New Notes), subject to market conditions.
The Offeror's decision to purchase any Notes validly tendered in the Offer is conditional on the successful completion of the offering of the New Notes, unless the New Financing Condition is waived by the Offeror. 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.