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").
The 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: thameswater@is.kroll.com
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: tmx_thamesinfo@tmx.com
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: tmx_thamesinfo@tmx.com
Investor
enquiries
Frederick Maroudas - Director of
Corporate Finance
debt.investorrelations@thameswater.co.uk
Media enquiries
Suvra Jans - Head of Media
Relations
suvra.jans@thameswater.co.uk
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