Capital/Financing Update • Feb 22, 2022
Capital/Financing Update
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UK MiFiR product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each manufacturer's product approval process, the target market as sosment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only algible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MIFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended "MFID Il "); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any reall roweror in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domesic law by virtue of the EUWA; or (ii) a customer within the meaning of the FSMA and areas or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the "UK PRIPS Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
18 February 2022
(incorporated with limited liability in England and Wales with registered number 2014860) Legal entity identifier (LEI): 213800KY9PT6WBH33232
lssue of
Guaranteed by
Severn Trent Water Limited
under the
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the Torno aoon form online in the Prospectus dated 26 July 2021 and the supplement to it dated 8 February 2022 which together constitute a base prospectus for the UK Prospectus Regulation. The "UK whitel togener constitute a base proposite in the part of domestic law of the United r rospective Negalation modileri (പ്രോമം) (പ്രോട്ടിlutes the Final Terms of the Notes described herein for Ningdom by tinao of the LOTT R This aread in conjunction with the Prospectus tas so the parpood of the Off Properation on the Guarantor and the offer of the Notes is only available on the Supplemented. Full hismation of the Early and the Prospectus as so supplemented. The Prospectus and basis of the oombination of the remount on Severn Trent's website at www.severntrent.com.
Severn Trent Utilities Finance PIc lssuer: (i) 1.
1
Issuer Residual Call 12. Put/Call Options: Make-Whole Redemption by the Issuer (further particulars specified below)
Date Board and Committee The issue of Notes by the Issuer has been approved by approval for issuance of Notes resolutions of the Board of Directors of the Issuer passed obtained: on 15 June 2016 and 17 May 2021 and by a written resolution of the Severn Trent Treasury Committee passed on 10 February 2022.
The guarantee of the Notes by the Guarantor has been approved by resolutions of the Board of Directors of the Guarantor passed on 20 May 2016 and 14 May 2021 and by a written resolution of the Severn Trent Treasury Committee passed on 10 February 2022.
| 18. Issuer Call: | Not Applicable | |
|---|---|---|
| Applicable | ||
| Redemption Amount: | £1,000 per Calculation Amount | |
| (a) Minimum Residual Call Early Redemption Amount: |
Not Applicable | |
| (b) Maximum Residual Call Early Redemption Amount: |
Not Applicable | |
| 19. Issuer Residual Call (i) Residual Call Early |
| as set out in Terms and Conditions): |
(ii) Notice period (if other than As per Terms and Conditions | |||
|---|---|---|---|---|
| 20. Make-Whole Redemption by the Issuer |
Applicable | |||
| (i) Make-Whole Redemption Margin: |
+20 basis points | |||
| (ii) Reference Bond: | CA Selected Bond | |||
| (iii) Quotation Time | 10.00 a.m. London time | |||
| (iv) Reference Rate Determination Date: |
The second Business Day preceding the relevant Make- Whole Redemption Date |
|||
| (v) If redeemable in part: | Not Applicable. The Notes may be redeemed in whole only and not in part |
|||
| (vi) Notice period (if other than as set out in Terms and Conditions ): |
As per Terms and Conditions | |||
| 21. Issuer Maturity Call | Not Applicable | |||
| 22. | Investor Put: | Not Applicable | ||
| 23. Final Redemption Amount | £1,000 per Calculation Amount | |||
| (a) Minimum Final Redemption Amount: |
Not Applicable | |||
| (b) Maximum Final Redemption Amount: |
Not Applicable | |||
| 24. Early Redemption Amount Payable on redemption for taxation reasons or on event of default or (if applicable) upon an Indexation Redemption Event: |
£1,000 per Calculation Amount | |||
| (a) Minimum Early Redemption Amount: |
Not Applicable | |||
| (b) Maximum Early Redemption Amount: |
Not Applicable | |||
| 25. Put Event: | Not Applicable | |||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||||
| 26. (i) Form of Notes: | Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event |
(ii) New Global Note: No
Signed on behalf of the Issuer:
By: ........................ Duly authorised
Signed on behalf of the Guarantor:
By: ......... Duly authorised
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to Application has boom hade by the nee's main market and for listing on the Official List of the FCA with effect from on or around the Issue Date.
Ratings:
The Notes to be issued have been rated:
"Baa1" by Moody's Investors Service Limited ("Moody's")
"BBB+" by S&P Global Ratings UK Limited ("S&P").
The following information has been extracted from Moody's website (https://www.moodys.com/ratings-process/Ratings-Definitions/002002) on or around the date hereof:
The following information has been extracted from S&P's website
(https://disclosure.spglobal.com/ratings/en/regulatory/article/ -/view/sourceld/504352) on or around the date hereof:
Each of Moody's and S&P is established in the United Kingdom and is registered under Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the FUWA.
Save as described in "Subscription and Sale" and for any fees payable to the industrial Oave as doombod in "Subscription" in Guarantor are aware, no person involved in the issue Managers, bo the ad the lost material to the offer. The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial have engaged, and may in the lature ongage, in the services for, the Issuer, the Guarantor and their affiliates in the ordinary course of business.
| (i) Reasons for the offer | The Notes are intended to be issued as Sustainable Notes. Accordingly, the net proceeds of issue are intended to be used to finance and/or refinance assets and expenditures with a positive sustainability impact in accordance with Severn Trent's Sustainable Finance Framework. |
|---|---|
| ---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
(ii) Estimated net £394,704,000 proceeds :
Indication of yield: The yield in respect of this issue of Fixed Rate Notes is 2,731 per cent., calculated on an annual basis.
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during
their life. Such recognition will depend upon the ECB being thoir mo. Ouerrroosystem eligibility criteria have been met.
(ix) U.S. Selling Restrictions: Reg. S Category 2; TEFRA D
(x) Prohibition of Sales to Applicable Belgian Consumers
UKO2: 2004115503,8
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