Severn Trent PLC

Regulatory Filings • Jul 15, 2021

SECOND SUPPLEMENTARY PROSPECTUS DATED 15 JULY 2021 TO THE PROSPECTUS DATED 25 AUGUST 2020

SEVERN TRENT UTILITIES FINANCE PLC

(incorporated with limited liability in England and Wales with registered number 2914860)

as an Issuer

SEVERN TRENT PLC

(incorporated with limited liability in England and Wales with registered number 2366619)

as an Issuer

SEVERN TRENT WATER LIMITED

(incorporated with limited liability in England and Wales with registered number 2366686) as the Guarantor of Notes issued by Severn Trent Utilities Finance Plc

€6,000,000,000 Euro Medium Term Note Programme

This second Supplementary Prospectus (the "Supplementary Prospectus" which definition shall also include all information incorporated by reference herein) constitutes a supplementary prospectus for the purposes of Article 23 of Regulation (EU) 2017/1120 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and has been prepared by Severn Trent Plc and Severn Trent Utilities Finance Plc (each an "Issuer" and together the "Issuers") and Severn Trent Water Limited (the "Guarantor") for use in connection with Notes issued from time to time under the above-mentioned €6,000,000,000 Euro Medium Term Note Programme (the "Programme") established by the Issuers. A prospectus dated 25 August 2020 (the "Prospectus") has been prepared by the Issuers and Severn Trent Water Limited and approved as a base prospectus by the United Kingdom Financial Conduct Authority (the "Financial Conduct Authority") in its capacity as competent authority under the UK Prospectus Regulation, for use in connection with the Programme. This Supplementary Prospectus supplements, updates and forms part of the Prospectus and should be read in conjunction therewith, together with the supplement dated 2 December 2020 and any other supplements to the Prospectus. Except as otherwise provided in this Supplementary Prospectus, terms and expressions defined in the Prospectus have the same meaning when used in this Supplementary Prospectus.

The purpose of this Supplementary Prospectus is to:

• (a) incorporate by reference into the Prospectus the audited consolidated financial statements of Severn Trent Plc for the financial year ended 31 March 2021;
• (b) incorporate by reference into the Prospectus the audited consolidated financial statements of Severn Trent Water Limited for the financial year ended 31 March 2021;
• (c) incorporate by reference into the Prospectus the audited financial statements of Severn Trent Utilities Finance Plc for the financial year ended 31 March 2021;
• (d) incorporate by reference into the Prospectus the announcement relating to the placing of new ordinary shares, the subscription of new ordinary shares by retail investors, and the subscription of new ordinary shares by the board and executive management of Severn Trent Plc in the capital of Severn Trent Plc; and
• (e) incorporate by reference into the Prospectus the trading update published on 15 July 2021.

Severn Trent Plc Financial Results

On 7 June 2021, Severn Trent Plc published its Annual Report and Accounts for the year ended 31 March 2021 (the "2021 ST Annual Report").

A copy of the 2021 ST Annual Report has been filed with the Financial Conduct Authority and by virtue of this Supplement, pages 159 to 238 (inclusive) of the 2021 ST Annual Report (including the notes thereto and the auditor's report prepared in connection therewith) are incorporated in, and form part of, this Supplementary Prospectus and the Prospectus.

Severn Trent Water Limited Financial Results

On 15 July 2021, Severn Trent Water Limited published its Report and financial statements for the financial year ended 31 March 2021 (the "2021 STWL Financial Statements").

A copy of the 2021 STWL Financial Statements has been filed with the Financial Conduct Authority and by virtue of this Supplement, pages 127 to 202 (inclusive) of the 2021 STWL Financial Statements (including the notes thereto and the auditor's report prepared in connection therewith) are incorporated in, and form part of, this Supplementary Prospectus and the Prospectus.

Severn Trent Utilities Finance Plc

On 15 July 2021, Severn Trent Utilities Finance Plc published its Report and financial statements for the financial year ended 31 March 2021 (the "2021 STUF Financial Statements").

A copy of the 2021 STUF Financial Statements has been filed with the Financial Conduct Authority and by virtue of this Supplement, pages 6 to 23 (inclusive) of the 2021 STUF Financial Statements (including the notes thereto and the auditor's report prepared in connection therewith) are incorporated in, and form part of, this Supplementary Prospectus and the Prospectus.

Ordinary Shares Announcement

On 19 May 2021, Severn Trent Plc announced the results of the non-pre-emptive placing of new ordinary shares, the retail offer of new ordinary shares and the subscription of new ordinary shares in the capital of Severn Trent Plc (the "Announcement").

A copy of the Announcement has been filed with the Financial Conduct Authority and by virtue of this Supplementary Prospectus, the Announcement in its entirety is incorporated in, and forms part of, this Supplementary Prospectus and the Prospectus.

Trading Update

On 15 July 2021, Severn Trent Plc published a trading update (the "Trading Update").

A copy of the Trading Update has been filed with the Financial Conduct Authority and by virtue of this Supplementary Prospectus, the Trading Update in its entirety is incorporated in, and forms part of, this Supplementary Prospectus and the Prospectus.

Documents Incorporated by Reference

The 2021 ST Annual Report, the 2021 STWL Financial Statements, the 2021 STUF Financial Statements, the Announcement and the Trading Update will be available (free of charge) on Severn Trent Plc's website at: https://www.severntrent.com/investors/debt-investors/.

Any information contained in the 2021 ST Annual Report, the 2021 STWL Financial Statements, 2021 STUF Financial Statements, the Announcement or the Trading Update which is not expressly incorporated by reference in this Supplementary Prospectus does not form part of this Supplementary Prospectus and is either not relevant to an investor or is otherwise covered elsewhere in the Supplementary Prospectus or the Prospectus. Any information or documents which are incorporated by reference, either expressly or implicitly, in the 2021 ST Annual Report, the 2021 STWL Financial Statements, the 2021 STUF Financial Statements, the Announcement or the Trading Update incorporated by reference in this Supplementary Prospectus shall not form part of this Supplementary Prospectus.

Significant Change

There has been no significant change in the financial performance or financial position of (i) Severn Trent Plc and its subsidiaries taken as a whole, since 31 March 2021; (ii) STWL and its subsidiaries taken as a whole, since 31 March 2021; and (iii) STUF, since 31 March 2021.

General Information

The Issuers and the Guarantor accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Issuers and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Copies of this Supplementary Prospectus, the Prospectus and all documents or information incorporated by reference in this Supplementary Prospectus are available for inspection during normal office hours from the registered office of each Issuer and from the specified offices of the Paying Agents.

To the extent that there is any inconsistency between (a) any statement in this Supplementary Prospectus or any statement incorporated by reference into the Prospectus by this Supplementary Prospectus and (b) any other statement in or incorporated in the Prospectus prior to the date of this Supplementary Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplementary Prospectus or any document incorporated by reference in this Supplementary Prospectus there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus.

This Supplementary Prospectus contains references to certain websites. No such website, nor any information contained on any such website, is incorporated in this Supplementary Prospectus or the Prospectus, and such websites and information do not form part of this Supplementary Prospectus or the Prospectus.