Last checked at 31 Jul 2020 16:03
31 July 2020
Centrica plc
Publication of Circular and Notice of General Meeting
Further to the announcement made on 24 July 2020, Centrica plc ("Centrica") has today published a circular (the "Circular") in relation to the proposed sale of Direct Energy to NRG Energy (the "Transaction"), having received approval from the Financial Conduct Authority. The Circular will be sent to Centrica's Shareholders (other than those who have elected for notification by electronic communication) shortly.
The Transaction is conditional on, among other things, the approval of Centrica's Shareholders. Accordingly, the Circular contains a notice convening a general meeting of the Company which is to be held at Millstream, Maidenhead Road, Windsor, Berkshire SL4 5GD at 2.00 p.m. on 20 August 2020 (the "General Meeting") at which an ordinary resolution (the "Resolution") will be proposed for Centrica's Shareholders to approve the Transaction (the "Notice of General Meeting").
The Board considers the Transaction (and the Resolution necessary to implement the Transaction) to be in the best interests of Centrica and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Resolution.
In line with recent U.K. legislation in relation to holding company meetings during the COVID-19 pandemic, the General Meeting will be convened with the minimum quorum of Centrica's Shareholders (which will be facilitated by Centrica's management) in order to conduct the business of the General Meeting. The health and safety of our Shareholders and colleagues is always our utmost priority. Therefore, the General Meeting will be held as a closed meeting, and Shareholders (and any appointed proxies (other than the chairman of the General Meeting) or corporate representatives) will not be granted access to the General Meeting in person. We strongly urge Shareholders to vote by proxy on the Resolution as early as possible, and the Centrica Board recommends that Shareholders appoint the chairman of the General Meeting as their proxy. Further information as to how to vote by proxy can be found in the Notice of General Meeting.
The Circular and the Notice of General Meeting have been submitted to the Financial Conduct Authority's National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Circular and the Notice of General Meeting will also be available for viewing on Centrica's website at www.centrica.com/GM820.
Enquiries:
Centrica plc
Centrica Investor RelationsT: +44 (0)1753 494900E: ir@centrica.com
Centrica Media RelationsT: +44 (0) 1784 843000E: media@centrica.com
Goldman Sachs International (Sponsor and Joint Lead Financial Adviser)
Karen Cook, Mark Sorrell, Brian Bolster, Brian O'Keeffe+44 (0) 20 7774 1000
Robey Warshaw LLP (Joint Lead Financial Adviser)
Simon Robey, Matthew Ellis+44 (0) 20 7317 3900Cautionary statement
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations. Centrica's Shareholders are advised to read the whole of the Circular with care.
Important information relating to financial advisers
Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as sponsor and joint lead financial adviser to Centrica and for no one else in connection with the Transaction and will not be responsible to anyone other than Centrica for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and regulated in the U.K. by the FCA, is acting as joint lead financial adviser exclusively for Centrica and no one else in connection with the Transaction and will not be responsible to anyone other than Centrica for providing the protections afforded to clients of Robey Warshaw, nor for providing advice in relation to the Transaction or any other matters or arrangements referred to in this announcement.
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