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Demerger & History

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Demerger and History

1986

Privatisation of British Gas Corporation by the UK Government in August 1986. All assets transferred to British Gas plc, shares first traded in December.

1997

Centrica plc was formed on 17 February 1997 following a demerger from British Gas plc, which was renamed BG plc at the same time.

  • British Gas' Gas Sales and Gas Trading, Services and Retail businesses, together with the gas production business of the North and South Morecambe gas fields, were transferred to Centrica, which maintains the British Gas retail brand.
  • British Gas plc's transportation and storage business (Transco) and the Exploration and Production (excluding North and South Morecambe gas fields), International Downstream, Research & Technology and Properties businesses remained with BG plc.

1998

Centrica’s supplier monopoly for gas ends and British Gas supplies first domestic electricity customers

1999

BG plc was renamed BG Group plc in December 1999 following financial restructuring.

2000

Centrica’s acquisition of Direct Energy on 21 August 2000 marks a major step in international expansion.

2000

Lattice plc was formed following a demerger from BG Group plc in October 2000.

2002

In October 2002 a 'merger of equals' took place between Lattice and National Grid to form National Grid Transco plc.

2002

Centrica acquires the Rough offshore gas storage facility and the associated pipeline and onshore processing facility at Easington on 14 November 2002.

2004

Centrica acquired Dyno-Rod, the UK’s leading on-demand drain maintenance specialist on 1 October 2004

2005

National Grid Transco plc was renamed National Grid plc in July 2005.

2008

Rights Issue announced on 31 October 2008 to help fund Centrica’s vertical integration strategy

2009

Centrica completes acquisition of 20 per cent of British Energy’s nuclear fleet of power stations from EDF on 13 November 2009.

2009

Centrica acquires Venture Production plc on 25 August 2009 to become a leading operator of mature and orphaned gas assets in the UK continental shelf.

2010

Centrica through Direct Energy acquires Clockwork Home Services on 13 June 2010 when combined they will be the largest provider of heating and cooling, plumbing and electrical services in North America.

2014

Centrica acquires Bord Gáis Energy on 25 March 2014 a vertically integrated energy supply business in the adjacent market of the Republic of Ireland.

 

Centrica plc has been involved in no demergers or mergers since February 1997.

Shareholders who bought British Gas plc shares as part of its privatisation in 1986, and have made no sales or purchases in the interim, will now have shares in BG Group plc, Centrica plc and National Grid plc.

Shares were acquired in Centrica plc at demerger from BG plc on the basis of one Centrica share for every BG share held at demerger. Shares in Centrica plc acquired on demerger from BG plc will be treated as having a base cost for Capital Gains Tax purposes ascertained by reference to the values of Centrica and BG shares on 17 February 1997, calculated in accordance with the provisions of Section 272 of the Taxation of Chargeable Gains Act 1992.

The base cost of any holding of BG shares on that date will be adjusted on the same basis. The relevant prices on the London Stock Exchange on 17 February 1997 were: Centrica 64.25 pence; BG 173.25 pence. The base cost of the pre-demerger British Gas plc shares will be split between the post demerger Centrica and BG shares in the proportion: Centrica 27.053% and BG 72.947%.

Share consolidations

The share capital of Centrica plc was consolidated on two occasions, in 1999 and 2004, and in 2008 the Company offered shareholders the right to subscribe for additional shares as set out below:

Share consolidation and AA acquisition 1999

On 10 May 1999 the ordinary share capital of the Company was consolidated on the basis of nine new ordinary shares of 5 5/9 pence for every ten ordinary shares of 5 pence held on 7 May 1999. The consolidation was linked to the payment of a special dividend of 12 pence per share on 23 June 1999.

On 5 July 1999 the acquisition of the AA by Centrica was announced. By the agreement subsequently, ratified by the AA, each fully paid up member on midnight of 4 July was entitled to a cash payment of £248.56, which was paid by cheque in mid-October 1999.

At the time, Centrica made available a low-cost share-dealing facility for eligible members who wished to invest all of their consideration in Centrica ordinary shares.

The payment was regarded as income by the Inland Revenue in the same way as company dividends. A tax voucher with the details was sent with the cheque and showed a tax credit of £27.62 and a cash payment of £248.56.

Share consolidation and AA Disposal 2004

On 1 July 2004 the sale of the AA for a total consideration of £1.75bn was announced. The net proceeds of the disposal were used to fund a proposed special dividend of 25p per share, accompanied by a share consolidation. In addition, a rolling share repurchase programme of £500 million over the following 12 months was announced. The special dividend and the recently announced interim dividend of 2.5p per share were both paid on 17 November 2004.

The proposed special dividend amounted to approximately 10% of Centrica's market capitalisation as at close of business on 30 September. The share consolidation will similarly reduce the number of Centrica shares in issue by approximately 10%, on a basis of nine new shares for every ten presently held. Thus nine new ordinary shares of 6 14/81 pence each were issued for every ten existing ordinary shares of 5 5/9 pence each held on 22 October 2004.

The new ordinary shares will be treated as the same asset acquired at the same time as your original holding. Therefore, your aggregate base cost remains the same as it was in February 1997, although owing to the two share consolidations, which have resulted in your holding fewer shares, the base price per share will have increased. Further information is available in the Share Consolidation document on request at views@centrica.com

Rights Issue 2008

On 31 October 2008, a Rights Issue was announced on the basis of three new ordinary shares for every eight existing shares held on 14 November 2008, at a subscription price of 160 pence per share. Dealing in the new fully paid ordinary shares commenced on the London Stock Exchange on 15 December 2008.

Shareholders who subscribed for their rights in full should, for UK tax on chargeable gains (CGT) purposes, treat the existing shares as the same asset acquired at the time of acquisition of their existing shares, and the subscription monies for the new shares should be added to the base cost of their existing shareholding.

Further information is available in the Rights Issue prospectus on request at views@centrica.com

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