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SSE PLC

Prospectus Jan 14, 2025

4710_prs_2025-01-14_8af6e6f7-81f7-4cc9-a261-66273ec7c191.pdf

Prospectus

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SUPPLEMENT DATED 10 JANUARY 2025 TO THE BASE PROSPECTUS DATED 23 AUGUST 2024

SSE plc

(incorporated in England and Wales with limited liability under registered number SC117119)

Scottish Hydro Electric Power Distribution plc

(incorporated in Scotland, with limited liability, registered number SC213460)

Scottish Hydro Electric Transmission plc

(incorporated in Scotland, with limited liability, registered number SC213461)

Southern Electric Power Distribution plc

(incorporated in England and Wales, with limited liability, registered number 04094290)

€10,000,000,000

Euro Medium Term Note Programme

This Supplement (the Supplement) to the Base Prospectus dated 23 August 2024 (the Base Prospectus), which comprises a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 (as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018) (the UK Prospectus Regulation), constitutes a supplementary prospectus for the purposes of Article 23 of the UK Prospectus Regulation and is prepared in connection with the €10,000,000,000 Euro Medium Term Note Programme (the Programme) established by SSE plc, Scottish Hydro Electric Power Distribution plc, Scottish Hydro Electric Transmission plc and Southern Electric Power Distribution plc (the Issuers). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. The Financial Conduct Authority, in its capacity as the competent authority under the UK Prospectus Regulation, has approved this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus issued by the Issuers and any other supplements to the Base Prospectus issued by the Issuers.

The Issuers accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuers, the information contained in this Supplement is in accordance with the facts and makes no omission likely to affect its import.

Purpose of this Supplement

The purpose of this Supplement is to (i) amend the section titled Documents Incorporated by Reference in the Base Prospectus and (ii) update the no significant change statement for the SSE Group.

Documents Incorporated by Reference

The section titled Documents Incorporated by Reference, on pages 9-10 of the Base Prospectus, is hereby amended as follows:

On page 9, the following bullet point is added after the first bullet point as (ii), with the following bullet points renumbered accordingly:

(ii) the unaudited consolidated financial statements of SSE for the six months ended 30 September 2024, together with the independent review report thereon and discussion around alternative performance measures (included on pages 48 to 90; page 93; and pages 41 to 47 respectively of the interim results of SSE for the six months to 30 September 2024) (https://www.sse.com/media/4qpn4zxg/hy25-interim-statement-vfinal.pdf).

General Information

The following shall be added to the section General Information on page 142 of the Base Prospectus (replacing the existing significant change statement relating to SSE and the SSE Group at the first sub-paragraph of paragraph 3):

"There has been no significant change in the financial performance or financial position of (a) SSE or the SSE Group since 30 September 2024 to the date of this Prospectus or (b) SHEPD, SSEN Transmission or SEPD since 31 March 2024 to the date of this Prospectus."

General

To the extent that there is any inconsistency between (i) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (ii) any other statement in, or incorporated by reference into, the Base Prospectus, the statements in (i) will prevail.

Any documents themselves incorporated by reference in the document incorporated by reference into the Base Prospectus by this Supplement shall not form part of this Supplement. Any non-incorporated parts of the document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in the Base Prospectus. Unless expressly stated otherwise in this Supplement or the Base Prospectus, the content of websites or URLs referred to in this Supplement, or in the document incorporated by reference by virtue of this Supplement, does not form part of this Supplement or the Base Prospectus and has not been scrutinised or approved by the FCA.

Save as disclosed in this Supplement there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus which may affect the assessment of Notes issued under the Programme since the publication of the Base Prospectus.

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