REG-Centrica PLC Venture offer wholly unconditional

LONDON--(Business Wire)--

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 August 2009

Centrica plc

Mandatory Cash Offer

by Centrica Resources (UK) Limited ("Centrica Resources")

a wholly-owned subsidiary of Centrica plc

for

Venture Production plc ("Venture")

Offer wholly unconditional

Centrica Resources announces that the Offer is wholly unconditional and notes
that the recommendation of Venture`s Board that Shareholders accept the Offer is
also now unconditional.

As at 3.00 p.m. (London time) on Thursday 27 August 2009, Centrica Resources had
received valid acceptances of the Offer and was, together with its nominee, the
registered holder in respect of a total of 96,129,759 Shares which may be
counted towards satisfaction of the acceptance condition to the Offer,
representing approximately 64.2 per cent. of the current issued share capital of
Venture. Within this Centrica Resources has received valid acceptances in
respect of 24,168,706 Shares, representing approximately 16.1 per cent. of the
current issued share capital of Venture and is, together with its nominee, the
registered holder of 71,961,053 Shares, representing approximately 48.0 per
cent. of the current issued share capital of Venture.

In addition to the Shares referred to above, Centrica Resources has also
acquired, subject to settlement, 3,194,677 Shares, representing approximately
2.1 per cent. of the current issued share capital of Venture. Accordingly, as at
3.00 p.m. (London time) on Thursday 27 August 2009, Centrica Resources owned,
had agreed to acquire or had received valid acceptances of the Offer in respect
of a total of 99,324,436 Shares, representing approximately 66.3 per cent. of
the current issued share capital of Venture.

Extension of Offer

Centrica Resources announces that the Offer will remain open for acceptance
until further notice.

As a result of this extension, 1.00 p.m. (London time) on Monday 14 September
2009 is no longer a closing date for the Offer and, therefore, no announcement
of the level of acceptances as of that date will be made.

Acceptance procedure

To accept the Offer in respect of Shares held in certificated form (that is, not
in CREST), Shareholders should complete, sign and return the Form of Acceptance
which accompanied the offer document posted to Shareholders on 16 July 2009 (the
"Offer Document") and which was re-sent to Shareholders on 22 August 2009,
together with their share certificate(s) or other relevant document(s) of title,
in accordance with the instructions contained therein and set out in the Offer
Document, as soon as possible.

If you have lost your Form of Acceptance please telephone Equiniti on 0871 384
2857 or, if calling from overseas, +44 121 415 7571, to request a replacement.

To accept the Offer in respect of Shares held in uncertificated form (that is,
in CREST), Shareholders should follow the procedure for electronic acceptance
through CREST in accordance with the instructions set out in the Offer Document
so that the TTE Instruction settles as soon as possible.

Shareholders who have not accepted the Offer are urged to do so as soon as
possible.

Settlement

Except as provided in paragraph 6 of Part B of Appendix I to the Offer Document
in the case of Shareholders who are not resident in the UK or the United States,
settlement of the consideration to which Shareholders are entitled under the
Offer will be despatched to validly accepting Shareholders: (i) in the case of
acceptances received, valid and complete in all respects, as at 3.00 p.m. today,
within 7 days of today`s date; or (ii) in the case of acceptances received,
valid and complete in all respects, after 3.00 p.m. today but while the Offer
remains open for acceptance, within 7 days of such receipt, and in either case
in the manner otherwise described in paragraph 18 of Part I of the Offer
Document.

Convertible Bond offer

Centrica Resources further announces that the Convertible Bond offer, which was
made by Centrica Resources on Wednesday 29 July 2009, is now wholly
unconditional, and is being extended and will remain open until further notice.

As a result of this extension, 1.00 p.m. (London time) on Monday 14 September
2009 is no longer a closing date for the Convertible Bond offer.

Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document.

Enquiries

Centrica Investor Relations 01753 494 900
Centrica Media Relations 08450 728 001

Julian Metherell Goldman Sachs International 020 7774 1000
Mark Sorrell
Phil Raper

Bob McGuire J.P. Morgan Cazenove 020 7588 2828
Barry Weir

Mark Crossley RBS 020 7678 8000
Andrew Foster

This announcement does not constitute or form part of any offer or invitation to
sell or purchase any securities or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities,
pursuant to the Offer or otherwise.The Offer is made solely by the Offer
Document which contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted.Please carefully read the Offer
Document in its entirety before making a decision with respect to the Offer.

APPENDIX

1.Interests in relevant securities

Except:

(a) as disclosed in this announcement; and

(b) for £75,500,000 Convertible Bonds held by Centrica Resources (which Centrica
Resources understands are currently convertible into 8,287,596 Shares), which
constitute 50 per cent. of the total number of Convertible Bonds,

since the commencement of the Offer Period, neither Centrica Resources, nor any
of the directors of Centrica Resources, nor, so far as Centrica Resources is
aware, any person acting in concert (within the meaning of the Code) with
Centrica Resources has owned or has controlled any Shares or any securities
convertible or exchangeable into Shares (including pursuant to any short or long
exposure, whether conditional or absolute, to changes in the prices of
securities) or any rights to subscribe for or purchase the same, or has held any
options (including traded options) in respect of, or has had any option to
acquire, any Shares or has entered into any derivatives referenced to Shares
("Relevant Shares") which remain outstanding, nor has any such person had any
arrangement in relation to Relevant Shares. An "arrangement" for these purposes
also includes any indemnity or option arrangement, or any agreement or
understanding, formal or informal, of whatever nature, relating to Relevant
Shares which may be an inducement to deal or refrain from dealing in such
securities, or any borrowing or lending of Relevant Shares that have not been
on-lent or sold.

In addition to the above, as required by the Code, Centrica Resources confirms
as follows:

(a) no acceptances of the Offer have been received from parties acting in
concert (within the meaning of the Code) with Centrica Resources; and

(b) neither Centrica Resources, nor any person acting in concert (within the
meaning of the Code) with Centrica Resources, has received any irrevocable
commitments or letters of intent in respect of Shares to accept the Offer.

2.Sources of information and bases of calculation

Unless otherwise stated, in this announcement:

(a) statements made by reference to the existing issued share capital of Venture
are based on 149,769,828 Shares being in issue (as sourced from the Regulatory
Information Service announcement released by Venture on 18 March 2009); and

(b) reference to the number of Shares that would result from the conversion of
£75,500,000 Convertible Bonds is based on the current conversion price of 911
pence per Share.

Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Centrica and Centrica
Resources as financial adviser in relation to the Offer and is not acting for or
advising any other person and accordingly will not be responsible to any person
other than Centrica and Centrica Resources for providing the protections
afforded to the customers of Goldman Sachs International or for providing advice
in relation to the contents of this announcement or any offer or arrangements
referred to herein or in the Offer Document.

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Centrica and Centrica Resources
as financial adviser in relation to the Offer and is not acting for or advising
any other person and accordingly will not be responsible to any person other
than Centrica and Centrica Resources for providing the protections afforded to
the customers of J.P. Morgan Cazenove or for providing advice in relation to the
contents of this announcement or any offer or arrangements referred to herein or
in the Offer Document.

RBS Corporate Finance Limited and RBS Hoare Govett Limited, which are authorised
and regulated in the United Kingdom by the Financial Services Authority, are
acting for Centrica and Centrica Resources as financial advisers in relation to
the Offer and are not acting for or advising any other person and accordingly
will not be responsible to any person other than Centrica and Centrica Resources
for providing the protections afforded to the customers of RBS Corporate Finance
Limited and RBS Hoare Govett Limited or for providing advice in relation to the
contents of this announcement or any offer or arrangements referred to herein or
in the Offer Document.

The Offer is made solely by Centrica Resources and neither Goldman Sachs
International nor J.P. Morgan Cazenove nor RBS Corporate Finance Limited nor RBS
Hoare Govett Limited nor any of their respective affiliates are making the
Offer.

The Offer is for the securities of a corporation organised under the laws of
Scotland and is subject to the procedure and disclosure requirements of the
United Kingdom, which are different from those of the United States. The Offer
is being made in the United States pursuant to Section 14(e) of, and Regulation
14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange
Act and otherwise in accordance with the requirements of The City Code on
Takeovers and Mergers (the "Code"). Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with respect to
withdrawal rights, the offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender offer
procedures and laws.

It may be difficult for US holders of Shares and other securities to enforce
their rights and any claim arising out of the US federal securities laws, since
Centrica Resources and Centrica and Venture are located outside of the United
States, and some or all of their officers and directors may be resident outside
of the United States. US holders of Venture securities may not be able to sue a
foreign company or its officers or directors in a foreign court for violations
of the US securities laws. Further, it may be difficult to compel a foreign
company and its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law, in accordance with, and to the extent
permitted by, the Code and normal UK market practice and Rule 14e-5 under the
Exchange Act, Centrica Resources or its nominees or brokers (acting as agents)
or their respective affiliates may from time to time make certain purchases of,
or arrangements to purchase, Shares, other than pursuant to the Offer, before or
during the period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the Code and the rules of
the London Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent
applicable. In addition, in accordance with, and to the extent permitted by, the
Code, normal UK market practice and Rule 14e-5 under the Exchange Act, Goldman
Sachs International, J.P. Morgan Cazenove, RBS Corporate Finance Limited, RBS
Hoare Govett Limited and their respective affiliates will continue to act as
exempt principal traders in Shares on the London Stock Exchange and engage in
certain other purchasing activities consistent with their respective normal and
usual practice and applicable law, including Rule 14e-5 under the Exchange Act.
Any information about such purchases will be disclosed on a next day basis to
the Panel on Takeovers and Mergers and will be available from any Regulatory
Information Service including the Regulatory News Service on the London Stock
Exchange website, www.londonstockexchange.com. To the extent that such
information is made public in the United Kingdom, this information will also be
publicly disclosed in the United States.

The receipt of cash pursuant to the Offer by a US Shareholder will be a taxable
transaction for US federal income tax purposes. Please see Part I of the Offer
Document for a discussion of certain UK and US federal income tax consequences
of the Offer. Each holder of Venture securities is urged to consult his
independent professional adviser immediately regarding the tax consequences of
acceptance of the Offer.

The distribution of the Offer Document in jurisdictions other than the United
Kingdom or the United States may be restricted by the laws of those
jurisdictions and therefore persons into whose possession the Offer Document
comes should inform themselves about and observe any such restrictions.Failure
to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.

The Offer is not directed to Shareholders located in the US state of Oregon.
Centrica Resources will not accept securities tendered by, or make cash payments
to, Shareholders located in Oregon unless such Shareholder is represented by and
acting through a broker-dealer registered in Oregon who accepts responsibility
for effecting the transaction.

Unless otherwise determined by Centrica Resources, the Offer is not being, and
will not be, made, directly or indirectly, in or into or by the use of the mails
of, or by any other means (including, without limitation, electronic mail,
facsimile transmission, telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any facility of a
national securities exchange of any Restricted Jurisdiction and will not be
capable of acceptance by any such use, means or facility or from within any such
Restricted Jurisdiction. Accordingly, unless otherwise determined by Centrica
Resources, copies of documentation relating to the Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send any such documents in or into or from any
such Restricted Jurisdiction, as doing so may invalidate any purported
acceptance of the Offer. Any person (including, without limitation, custodians,
nominees and trustees) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward the Offer Document and/or any other
related document to any jurisdiction outside the United Kingdom or the United
States should inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction. Neither the US Securities
and Exchange Commission (the "SEC") nor any US state securities commission has
approved or disapproved the Offer or passed upon the adequacy or completeness of
the Offer Document. Any representation to the contrary is a criminal offence.

The Offer Document has been prepared for the purposes of complying with English
and Scottish law and the Code and the information disclosed may not be the same
as that which would have been disclosed if the Offer Document had been prepared
in accordance with the laws and regulations of any jurisdiction outside of
England or Scotland.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Venture, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Venture, they
will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Venture by Centrica or Venture, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon on the Business Day
following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8 you should consult the Panel.

Venture American Depositary Shares

The Offer shall not extend to American Depositary Shares ("Venture ADSs") with
respect to Shares. In order for holders of Venture ADSs to participate in the
Offer, such holders would need first to withdraw their underlying Shares from
the relevant depositary facility, by exchanging their Venture ADSs with the
relevant depositary for the underlying Shares in time to be able to participate
in the Offer, or make such other arrangements as the depositary may agree to in
order for it to accept the offer on their behalf.

Publication on Centrica website

A copy of this announcement and the Offer Document is and will be available free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Centrica's website at
www.centrica.com during the course of the Offer.

Centrica PLC

Copyright Business Wire 2009

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