Circular and Notice of General MeetingSource: RNS
16 December 2021
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.
Investor and Analysts
T: 01753 494900
T: 01784 843000
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)
+44 (0) 20 7317 3900
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.
Centrica plc is listed on the London Stock Exchange (CNA)
Registered Office: Millstream, Maidenhead Road, Windsor, Berkshire SL4 5GD
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ISIN number: GB00B033F229