Capital/Financing Update • Apr 28, 2015
Capital/Financing Update
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23 April 2015
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 19 November 2014 and the supplement to it dated 10 April 2015 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Offering Circular"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular has been published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/news/market-news/rns/rns.htm.
| 1. | (a) | Issuer: | United Utilities Water Finance PLC | |
|---|---|---|---|---|
| (b) | Guarantor | United Utilities Water Limited | ||
| 2. | (a) | Series Number: | 50 | |
| (b) | Tranche Number: | t | ||
| (c) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | ||
| 3. | Specified Currency or Currencies: | Euros (EUR) | ||
| 4. | Aggregate Nominal Amount: | |||
| (a) | Series: | EUR 52,000,000 | ||
| (b) | Tranche: | EUR 52,000,000 | ||
| 5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | ||
| б. | (a) | Specified Denominations: | EUR 100,000 and integral multiples of EUR 100,000 in excess thereof |
|
| (b) | Calculation Amount: | EUR 100,000 |
| 7. | Issue Date: (a) |
27 April 2015 | ||
|---|---|---|---|---|
| (b) | Interest Commencement Date: | Issue Date | ||
| 8. | Maturity Date: | 27 April 2027 | ||
| 9, | Interest Basis: | 1.129 per cent. Fixed Rate | ||
| 10. | Redemption/Payment Basis: | Redemption at par | ||
| 11. | Change of Interest Basis: | Not Applicable | ||
| 12. | Put/Call Options: | Not Applicable | ||
| 13. | (a) | Status of the Notes: | Senior, unsecured | |
| (b) | Date of approval for issuance obtained: |
13 April 2015 | ||
| 14. | Method of Distribution | Non-syndicated |
| 15. | Fixed Rate Note Provisions | Applicable | |
|---|---|---|---|
| (a) | Rate of Interest: | 1.129 per cent. per annum payable annually in arrear on each Interest Payment Date |
|
| (b) | Interest Payment Date(s): | 27 April in each year commencing on 27 April 2016 up to and including the Maturity Date |
|
| (c) | Fixed Coupon Amount(s): | EUR 1129 per Calculation Amount | |
| (d) | Broken Amount(s): | Not Applicable | |
| (e) | Day Count Fraction: | Actual/Actual (ICMA) | |
| (1) | Determination Date(s): | 27 April in each year | |
| 16. | Floating Rate Note Provisions | Not Applicable | |
| 17. | Zero Coupon Note Provisions | Not Applicable | |
| 18. | RPI Linked Note Provisions | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION |
Notice periods for Condition 8.2 Not Applicable $19.$
| 20. | Issuer Call: | Not Applicable |
|---|---|---|
| 21. | Investor Put: | Not Applicable |
| 22. | Final Redemption Amount: | EUR 100,000 per Calculation Amount |
| Minimum Final (i) Redemption Amount: |
Not Applicable | |
| (ii) Maximum Final Redemption Amount: |
Not Applicable | |
| 23. | Early Redemption Amount payable on redemption for taxation reasons, indexation reasons or on event of default: |
EUR 100,000 per Calculation Amount |
| Minimum Early $\left( i\right)$ Redemption Amount: |
Not Applicable | |
| (ii) Maximum Early Redemption Amount: |
Not Applicable | |
| CENEDAL PROVISIONS APPLICATE E TO THE NOTES |
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| 24. | Form of Notes: | Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event. |
|
|---|---|---|---|
| 25. | New Global Notes: | Yes | |
| 26. | Additional Financial Centre(s): | TARGET2, London | |
| 27. | Talons for future Coupons to be attached to Definitive Notes: |
No | |
| 28. | Redenomination applicable: | Redenomination not applicable | |
| DISTRIBUTION | |||
| 29. | (a) | If syndicated, names of Managers: |
Not Applicable |
| (b) | Date of Subscription Agreement: |
Not Applicable | |
| 30. | If non-syndicated, name of relevant Manager: |
Goldman Sachs International |
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TEFRA D applicable $31.$ Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable:
These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the EUR 7,000,000,000 Euro Medium Term Note Programme established by United Utilities PLC and United Utilities Water Finance PLC, with obligations under Notes issued by United Utilities Water Finance PLC unconditionally and irrevocably guaranteed by United Utilities Water Limited.
Signed on behalf of the Issuer:
Of Murples . . . . . . . . . $By:$
Duly authorised
Signed on behalf of the Guarantor:
87 Murphy By:
Duly authorised
| (a) | Listing: | London |
|---|---|---|
| (b) | Admission to trading: | Application has been made for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date. |
| (c) | Estimate of total expenses related to GBP 1,750 (excluding VAT) admission to trading: |
5.
Ratings:
The Notes to be issued are expected to be rated:
S&P: BBB+
Moody's: A3
Save for any fees payable to the Manager, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
| (a) | Reasons for the offer | See "Use of Proceeds" section of the Offering Circular |
|---|---|---|
| YIELD | ||
| Indication of yield: | 1.129 per cent. per annum |
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
Not applicable.
Luxembourg and the relevant identification number(s):
528457662
$\sim$
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