Issue of Debt
20 August 2008 - 9:00PM
UK Regulatory
RNS Number : 7005B
Thames Water Utilities Cayman Fin.
20 August 2008
FINAL TERMS
Final Terms dated 20 August 2008
THAMES WATER UTILITIES CAYMAN FINANCE LIMITED
Issue of Class A JPY 20,000,000,000 3.28% Fixed Rate Unwrapped Bonds due 20 August 2038
under the �10,000,000,000 Guaranteed Bond Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Prospectus dated 25 July
2008 which constitutes (i) a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus
Directive") and (ii) listing particulars for the purposes of Listing Rule 2.2.11 of the Listing Rules of the Financial Services Authority
(the "Listing Rules"). This document constitutes the Final Terms of the Bonds described herein for the purposes of Article 5.4 of the
Prospectus Directive and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Bonds is only
available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing at Deutsche
Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Repayment of the principal and payment of any interest or premium in connection with the Bonds has not been guaranteed by any Financial
Guarantor or by any other financial institution.
1. (i) Issuer: Thames Water
Utilities Cayman
Finance Limited
(ii) Guarantors Thames Water
Utilities Holdings
Limited, Thames
Water Utilities
Limited, Thames
Water Utilities
Finance Limited and
Thames Water
Utilities Cayman
Finance Holdings
Limited
(iii) Financial Not Applicable
Guarantors:
2. (i) Series 3
Number:
(ii) Sub-Class Not Applicable
Number:
3. Relevant Currency or Japanese Yen ("JPY")
Currencies
4. Aggregate Nominal
Amount:
(i) Series: JPY 20,000,000,000
(ii) Sub-Class: JPY 20,000,000,000
(iii) Tranche: JPY 20,000,000,000
5. (i) Issue Price: 100 per cent. of the
Aggregate Nominal
Amount
(ii) Net JPY 20,000,000,000
proceeds: (required
only for listed
issues)
6. Specified JPY 500,000,000
Denominations:
7. (i) Issue Date: 20 August 2008
(ii) Interest Issue Date
Commencement Date
(if different from
the Issue Date):
8. Maturity Date: 20 August 2038,
subject to
adjustment for
payment only in
accordance with the
Modified Following
Business Day
Convention for which
the applicable
Business Centres for
the definition of
"Business Days" are
London and Tokyo
9. Instalment Date: Not Applicable
10. Interest Basis: 3.28 per cent per
annum. Fixed Rate
11. Redemption/Payment Redemption at par
Basis:
12. Change of Interest Not Applicable
or
Redemption/Payment
Basis:
13. Call Options: Not Applicable
14. (i) Status and The Class A Wrapped
Ranking: Bonds and Class A
Unwrapped Bonds rank
pari passu among
each other in terms
of interest and
principal payments
and rank in priority
to the Class B
Bonds.
(ii) Status of Senior
the Guarantees:
(iii) Status of Not Applicable
the Financial
Guarantee:
(iv) FG Event of Not Applicable
Default
(v) Date Board 9 July 2008
approval for
issuance of Notes
and Guarantee
obtained:
15. Method of Non-syndicated
distribution:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Bond Applicable
Provisions:
(i) Interest 3.28 per cent. per
Rate: annum payable
semi-annually in
arrear
(ii) Interest 20 February and 20
Payment Date(s): August in each year,
up to and including
the Maturity Date,
adjusted in each
case for payment
only in accordance
with the Modified
Following Business
Day Convention for
which the applicable
Business Centres for
the definition of
"Business Days" are
London and Tokyo
(iii) Fixed JPY 8,200,000 per
Coupon Amounts(s): JPY 500,000,000 in
Nominal Amount
(iv) Broken Not Applicable
Amounts(s):
(v) Day Count 30/360
Fraction:
(vi) Not Applicable
Determination Date
(vii) Other terms Not Applicable
relating to the
method of
calculating interest
for Fixed Rate
Bonds:
(viii) Reference Not Applicable
Gilt
17. Floating Rate Bond Not Applicable
Provisions:
18. Zero Coupon Bond Not Applicable
Provisions:
19. Indexed Bond Not Applicable
Provisions:
20. Dual Currency Bond Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
21. Call Option: Conditions 8(b) and
8(d) shall not apply
to these Bonds, and
Condition 8(c) shall
be amended as set
out in the Annex
22. Final Redemption Par
Amount:
GENERAL PROVISIONS APPLICABLE TO THE BONDS
23. Form of Bonds: Bearer
(i) If issued in Temporary Global
Bearer form: Bond exchangeable
for a Permanent
Global Bond which is
exchangeable for
Definitive Bonds in
the limited
circumstances
specified in the
Permanent Global
Bond
(ii) If Not Applicable
Registered Bonds:
24. Relevant Financial London and Tokyo
Centre(s) or other
special provisions
relating to Payment
Dates:
25. Talons for future Yes. Talons will be
Coupons or Receipts attached to
to be attached to Definitive Bonds if
Definitive Bonds required
(and dates on which
such Talons mature):
26. Details relating to Not Applicable
Partly Paid Bonds:
amount of each
payment comprising
the Issue Price and
date on which each
payment is to be
made and
consequences (if
any) of failure to
pay, including any
right of the Issuer
to forfeit the Bonds
and interest due on
late payment:
27. Details relating to Not Applicable
Instalment Bonds:
28. Redenomination, Not Applicable
renominalisation and
reconventioning
provisions:
29. Consolidation Not Applicable
provisions:
30. Other terms or Not Applicable
special conditions:
31. TEFRA rules: TEFRA D
ISSUER/TWUL LOAN TERMS
32. Interest rate on 3.28 per cent. per
relevant Term annum
Advance/ Index
Linked Advances:
33. Term of relevant Until 20 August
Term Advance/Index 2038, or earlier if
Linked Advances: the Bonds are
redeemed early
34. Other relevant Not Applicable
provisions:
DISTRIBUTION
35. (i) If Not Applicable
syndicated, names of
Managers:
(ii) Stabilising Not Applicable
Manager (if any):
36. If non-syndicated, Deutsche Bank AG,
name of Dealer: London Branch
37. Additional selling Not Applicable
restrictions:
LISTING AND ADMISSION TO TRADING APPLICATION
This Final Terms comprises the details required to list the issue of Bonds described herein pursuant to the listing of the Programme for
the issuance of up to �10,000,000,000 Guaranteed Bonds financing Thames Water Utilities Limited.
RESPONSIBILITY
The Issuer and each Guarantor accepts responsibility for the information contained in this Final Terms.
Signed on behalf of the Issuer:
By:
Duly authorised
Signed on behalf of Thames Water Utilities Limited:
By:
Duly authorised
Signed on behalf of Thames Water Utilities Holdings Limited:
By:
Duly authorised
Signed on behalf of Thames Water Utilities Finance Limited:
By:
Duly authorised
Signed on behalf of Thames Water Utilities Cayman Finance Holdings Limited:
By:
Duly authorised
PART B - OTHER INFORMATION
1. Listing
(i) Listing: London
(ii) Admission to trading: Application has been made for the
Bonds to be admitted to trading on
the London Stock Exchange's Regulated
Market with effect from 20 August
2008
(iii) Estimate of total GBP 4,500.00
expenses related to admission
to trading:
2. Ratings
Ratings: The Bonds to be issued have been rated:
S&P: BBB+
Moody's: A3
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Bonds has an
interest material to the offer.
4. Reasons for the offer, estimated net proceeds and total expenses
(i) Reasons for the offer: See "Use of Proceeds" wording in Prospectus
5. YIELD
Indication of yield: 3.28 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.
6. Operational information
ISIN Code: XS0382041225
Common Code: 038204122
CINS: G8787MAA4
Any clearing system(s) other than Euroclear Bank Not Applicable
S.A./N.V. and Clearstream Banking Soci� Anonyme and
the relevant identification number(s):
Delivery: Delivery against
payment
Names and addresses of additional Paying Agent(s) Not Applicable
(if any):
ANNEX
The last paragraph of Condition 8(c) (Redemption for Taxation Reasons) is amended so that (A) (i) if the Issuer would be obliged to
deduct or withhold from any payment of interest or principal in respect of the Bonds any amount for or on account of any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the United Kingdom
or the Cayman Islands or any political subdivision thereof, or any other authority thereof ("Relevant Taxes"), then the Issuer shall, as
described in the first sentence in the last paragraph of Condition 8(c), in order to avoid the relevant deduction or withholding, use its
reasonable endeavours to arrange substitution of another company as principal debtor under the Bonds and as lender under the Issuer/TWUL
Loan Agreement and as obligor under the Finance Documents upon satisfying the conditions for substitution of the Issuer as set out in the
STID (and referred to in Condition 15 (Meetings of Bondholders, Modification, Waiver and Substitution)), and (ii) if the Issuer is unable to arrange such substitution no later than 60 days before
the next Interest Payment Date on which any such deduction or withholding is required to be made, or (B) if (i) any Guarantor is required to
make any payment under the Bonds and is required by applicable law to make any deduction or withholding from such payment any amount for or
on account of Relevant Taxes on the next Interest Payment Date and (ii) such Guarantor is unable to procure such payment under the Bonds to
be made by the Issuer or any other Guarantor that is not required to make any deduction or withholding from such payment any amount for or
on account of Relevant Taxes, then in either case of (A) or (B) above the Issuer shall, upon giving notice in accordance with Condition
8(c), redeem all (but not some only) of the Bonds on such Interest Payment Date at their Principal Amount Outstanding plus accrued but
unpaid interest thereon. For the purpose of the immediately foregoing sentence, if the Issuer and/or any Guarantor becomes subject generally to any tax jurisdiction other than the United
Kingdom and/or the Cayman Islands, the references to the United Kingdom and/or the Cayman Islands shall be deemed to be references to the
United Kingdom and/or the Cayman Islands and/or such other tax jurisdiction.
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