Centrica PLC Circular and Notice of General Meeting (9403V)
December 16 2021 - 10:31AM
UK Regulatory
TIDMCNA
RNS Number : 9403V
Centrica PLC
16 December 2021
16 December 2021
Centrica plc
Publication of Circular and Notice of General Meeting
Further to the announcement made on 8 December 2021, Centrica
plc (" Centrica ") has today published a circular (the " Circular
") in relation to the proposed sale of the Spirit Energy Limited
group's (" Spirit Energy Group ") Norwegian oil and gas exploration
and production business, excluding the Statfjord field, to Sval
Energy AS and the Spirit Energy Group's interests in the Statfjord
field to subsidiaries of Equinor ASA and related amendments to
Centrica's shareholder arrangements relating to Spirit Energy
Limited with its joint venture partners (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 Heathrow/Windsor Marriott Hotel, Ditton Road,
Langley, Slough, SL3 8PT at 9.00 a.m. on 13 January 2022 (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.
As at the date of this announcement, public health guidance and
legislation issued by the U.K. Government in relation to the
COVID-19 pandemic would permit public gatherings at and travel to
the General Meeting. Although attendance in person at the General
Meeting would currently be possible, in order to minimise the
public health risks from public gatherings and travel because of
the COVID-19 pandemic, refreshments will not be served, and
Directors will not be available to meet with Shareholders, before
or after the General Meeting. Shareholders are strongly encouraged
to appoint the chairman of the General Meeting as their proxy and
to give their instructions on how they wish the chairman of the
General Meeting to vote on the Resolution on their behalf.
Shareholders and their duly appointed representatives and/or
proxies are also able to participate remotely via live webcast
which is accessible by logging on to web.lumiagm.com. The Virtual
Meeting Guide, which is available on Centrica's website at
https://www.centrica.com/GMJ22 , contains further information on
the electronic elements of the General Meeting, includes
instructions on how to join the meeting and submit votes on the day
along with the relevant contact details if you encounter any
issues.
Centrica will continue to monitor the developing impact of
COVID-19, including any changes to the applicable law or guidance
from the U.K. Government. Should it become necessary or appropriate
to revise the current arrangements for the General Meeting,
Centrica will notify Shareholders via its website and (where
appropriate) via a Regulatory Information Service. Shareholders are
therefore encouraged to check Centrica's website and the latest
U.K. Government guidance before finalising their travel
arrangements to attend the General Meeting in person.
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
https://www.centrica.com/GMJ22 .
Enquiries:
Centrica plc
Investor and Analysts
T: 01753 494900
E: ir@centrica.com
Media Relations
T: 01784 843000
E: media@centrica.com
Goldman Sachs International (Sole Sponsor and Lead Financial
Adviser)
Karen Cook, Mark Sorrell, Brian O'Keeffe, Bertie Whitehead
+44 (0) 20 7774 1000
Robey Warshaw LLP (Financial Adviser)
Simon Robey
+44 (0) 20 7317 3900
Cautionary 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 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 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.
Ce ntr ica p l c is lis t ed on t he L o n don Stock E x c h a nge (CN A)
Regis t e r ed O ff ice: Mills t r ea m, M a i de n h e ad Ro a
d, W i n d s o r, B e r ksh i re SL4 5GD
Regis t e r ed in E n g l a nd & W a l es n u m be r: 3 0 3
3654
Leg a l E n t i ty I de n t i f i er n u m be r: E26 EDV 109 X 6
EEPBKVH76
I S I N n u m b e r: GB00 B 03 3 F 2 29
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