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Thames Water Utilities Limited
Capital/Financing Update • Nov 18, 2024
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Capital/Financing Update
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National Storage Mechanism | Additional information 
RNS Number : 6713M
Thames Water Utilities Limited
18 November 2024
Thames Water Utilities Limited
18 November 2024
THAMES WATER UTILITIES LIMITED ANNOUNCES RESULTS OF STID PROPOSALS
Thames Water Utilities Limited ("TWUL") announces today that its STID Proposals dated 25 October 2024 (the "STID Proposals") regarding certain Waivers described therein have been approved.
The Waivers release c.£0.4bn of cash which would otherwise have been reserved and are intended to provide TWUL with a cash runway to February 2025, enabling TWUL to continue with the planned investment and maintenance of its infrastructure and meet customers' needs and its environmental responsibilities.
This is the first stage in a wider liquidity transaction announced on 25 October 2024 which is expected to be implemented by an English law restructuring plan under Part 26A of the Companies Act 2006 (the "Restructuring Plan") to be proposed by TWUL's parent, Thames Water Utilities Holdings Limited ("TWUHL"). T he current expected timetable for the implementation of the Restructuring Plan is:
· Convening Hearing: 17 December 2024
· Creditor Meeting: week commencing 13 January 2025
· Sanctions Hearing: 20 January 2025
· Effective Date: 31 January 2025
Approval of all STID Proposals
Following meetings of the Bondholders of each series and sub-class, as applicable, of bonds of Thames Water Utilities Finance plc listed in the table below, and the votes submitted by the Class A DIG Representatives, TWUL announces that the Security Trustee has received the required votes in favour of the Interim RP Launch Waiver, the Reserve Account Restricted Cash Release Waiver, the Compensation Account Restricted Cash Release Waiver and the September Interim Accounts Waiver under the STID Proposals in accordance with the STID Directions Request (the "Approved STID Proposals") and accordingly, the Waivers under the Approved STID Proposals have been approved.
Each Approved STID Proposal shall apply from the date on which the Security Trustee executes the Waiver Letter, but the continued application of each approved Waiver is subject to the conditions specified below:
1. the Interim RP PSL being issued on or before 27 November 2024 ; and
2. the "Effective Date Conditions" to the Transaction Support Agreement have been satisfied on or before 27 November 2024, and the Transaction Support Agreement has not been terminated pursuant to clauses 15.1 (Automatic termination) (other than for the Transaction Effective Date as defined in the Transaction Support Agreement), 15.2 (Termination by agreement) (other than where the Transaction Support Agreement has been terminated and replaced by a transaction support agreement that has been entered into by the Approving Parties as defined in the Transaction Support Agreement), 15.3 (Termination by the Majority Class A Consenting Creditors) or 15.4 (Termination by the Company Parties) of the Transaction Support Agreement,
each a " Waiver Condition ".
TWUL confirms that Waiver Condition (2) has already been satisfied. TWUL further confirms that it will notify the Security Trustee after Waiver Condition (1) has been satisfied.
The quorum and votes cast at the meetings of the Bondholders of each series and sub-class, as applicable, of bonds of Thames Water Utilities Finance plc are set out in the table below.
| ISIN | Description of Bond | Quorum reached and percentage of outstanding principal amount in respect of which votes cast | Extraordinary Resolution in respect of the Interim RP Launch Waiver passed (and percentage (of the relevant total of votes cast) which were in favour of such Extraordinary Resolution)? | Extraordinary Resolution in respect of the Reserve Account Restricted Cash Release Waiver passed (and percentage (of the relevant total of votes cast) which were in favour of such Extraordinary Resolution)? | Extraordinary Resolution in respect of the Compensation Account Restricted Cash Release Waiver passed (and percentage (of the relevant total of votes cast) which were in favour of such Extraordinary Resolution)? | Extraordinary Resolution in respect of the September Interim Accounts Waiver passed (and percentage (of the relevant total of votes cast) which were in favour of such Extraordinary Resolution)? |
|---|---|---|---|---|---|---|
| CAG8787NAB06 | CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 | Yes 72.74% |
No 24.88% |
No 24.88% |
No 24.88% |
No 24.88% |
| XS1078777114 | £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 | Yes 93.55% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2576550326 | €650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027 | Yes 89.40% |
Yes 99.98% |
Yes 99.98% |
Yes 99.98% |
Yes 99.98% |
| XS1335311574 | £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2278588343 | US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2438026440 | €575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028 | Yes 87.89% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS1371533867 | £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 | Yes 93.45% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0092157600 | £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028 | Yes 93.92% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2254339331 | US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2576550672 | €1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031 | Yes 96.19% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2755443020 | £275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031 | Yes 98.17% |
Yes 99.96% |
Yes 99.96% |
Yes 99.96% |
Yes 99.96% |
| XS1555168365 | £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 | Yes 96.50% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2438026366 | €575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032 | Yes 93.30% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0107289323 | £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032 | Yes 99.95% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0800185174 | £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 | Yes 99.55% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS1334772925 | £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 | Yes 62.61% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0268693743 | £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037 | Yes 98.54% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0382041225 | JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2161831776 | £350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040 | Yes 95.79% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2707822644 | £300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040 | Yes 99.69% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0404852526 | £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 | Yes 57.03% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0590171103 | £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 | Yes 95.68% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0318577912 | £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 | Yes 74.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0455926260 | £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2755443376 | £575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044 | Yes 96.01% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0548262061 | £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0800186222 | £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 | Yes 89.41% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0318577755 | £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0318577672 | £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS2168290000 | £40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0265832922 | £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0267219896 | £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0318577599 | £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 | Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS1537083716 | £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 | Yes 98.69% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
| XS0318577326 | £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 | Yes 56.71% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Yes 100.00% |
Capitalised terms used in this announcement and not defined herein shall have the meanings ascribed to them in the Solicitation Memorandum dated 25 October 2024 (the "Solicitation Memorandum").
For further information, please contact:
The Tabulation Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Email: [email protected] Website: https://deals.is.kroll.com/thameswater
The Canadian Tabulation Agent
TSX Trust Company
301-100 Adelaide St W,
Toronto ON
M5H4H1
Attention: Emma McKenzie
Email: [email protected]
Tel: 1 (866) 864-7961
The Canadian Information Agent
TMX Investor Solutions Inc.
301-100 Adelaide St W,
Toronto ON
M5H4H1
Attention: Renata Dzuba
Email: [email protected]
Investor enquiries
Frederick Maroudas - Director of Corporate Finance
Media enquiries
Suvra Jans - Head of Media Relations
M: 07747 640 810
This notice is given by:
THAMES WATER UTILITIES LIMITED
18 November 2024
This announcement is released by Thames Water Utilities Limited and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of the domestic law of the United Kingdom by virtue of The European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the Proposals described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of the domestic law of the United Kingdom by virtue of The European Union (Withdrawal) Act 2018, this announcement is made by Andy Frasier (Company Secretary) at Thames Water Utilities Limited.
Legal Entity Identifier numbers:
Thames Water Utilities Finance plc - 213800ESMPQ4RQ7G8351
Thames Water Utilities Limited - 213800JKM5UQHFJOTZ25
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