THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(EUWA).
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY
STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF
COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
UNITED UTILITIES WATER
FINANCE PLC ANNOUNCES
FINAL RESULTS OF TENDER OFFER
IN RESPECT OF ITS
£450,000,000 2.00 PER CENT.
FIXED RATE NOTES DUE 2025
22
March 2024.
United Utilities Water Finance
PLC (the Company) announces today the final
results of its invitation to holders of its
£450,000,000 2.00 per cent. Fixed Rate
Notes due 2025 (ISIN: XS1769818227)
(£300,000,000 of which were issued on 14
February 2018, £50,000,000 of which were issued on 19 September
2018 and £100,000,000 of which were issued on 28 January
2019) (the Bonds) to
tender their Bonds for purchase by the Company for cash (the
Offer). The Bonds are
guaranteed by United Utilities Water Limited (the Parent).
The Offer was announced on 15 March
2024 and was made on the terms and subject to the conditions
contained in the tender offer memorandum dated 15 March 2024 (the
Tender Offer
Memorandum).
Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
The Expiration Deadline for the
Offer was 4.00 p.m. (London time) on 21 March 2024.
Final Acceptance
Amount
The Company confirms that the Final
Acceptance Amount is £110,052,000.
Accordingly, the Company will accept
for purchase all Bonds validly tendered pursuant to the Offer in
full, with no pro rata
scaling.
Pricing in respect of the Offer took
place at or around 12.00 p.m. (London time) today (the Pricing Time). The Company determined
that the Purchase Price it will pay for the Bonds validly tendered
and accepted for purchase will be 97.332 per cent. of the nominal
amount of the Bonds based on a Settlement
Date of 26 March 2024.
A summary of the final results of,
and pricing for, the Offer appears below:
|
Final Acceptance
Amount
|
Benchmark Security
Rate
|
Purchase
Spread
|
Purchase Yield
(annual)
|
Purchase
Price
|
Scaling
Factor
|
|
£110,052,000
|
4.630 per
cent.
|
45
bps
|
5.145 per cent.
|
97.332
per cent.
|
N/A
|
General
The Settlement Date in respect of
the Bonds accepted for purchase pursuant to the Offer is expected
to be 26 March 2024. Following the settlement of the Offer and cancellation of
the Bonds accepted for purchase pursuant to the Offer, £339,948,000
in aggregate nominal amount of the Bonds will remain
outstanding.
The Company will also pay an Accrued
Interest Payment in respect of the Bonds accepted for purchase
pursuant to the Offer.
Deutsche Bank AG, London Branch (Telephone: +44 207 545 8011; Attention: Liability Management
Group); and RBC Europe
Limited (Attention: Liability Management; Telephone: +44 20
7029 7420; Email: liability.management@rbccm.com), are acting as
Dealer Managers for the Offer.
Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attn: Owen Morris; Email:
unitedutilities@is.kroll.com;
Offer Website: https://deals.is.kroll.com/unitedutilities)
is acting as Tender Agent.
UK
MAR: This announcement is released
by the Company and contains information that qualified or may have
qualified as inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 (MAR) as it forms part of UK domestic
law by virtue of the EUWA (UK
MAR), encompassing information relating to the Offer
described above. For the purposes of UK MAR and Article 2 of the
binding technical standards published by the Financial Conduct
Authority in relation to MAR as regards Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Simon
Gardiner, Company Secretary at the Company.
DISCLAIMER This announcement
must be read in conjunction with the Tender Offer Memorandum. No
offer or invitation to acquire any securities is being made
pursuant to this announcement. The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Company, the Parent, the Dealer
Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.