TIDMBK64
RNS Number : 6551A
Thames Water Utilities Finance PLC
23 January 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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, ANY STATE OF
THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE
"UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED
IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH
OR DISTRIBUTE THIS ANNOUNCEMENT.
23 January 2024
THAMES WATER UTILITIES FINANCE PLC ANNOUNCES MAXIMUM ACCEPTANCE
AMOUNT IN RESPECT OF ITS TER OFFER AND PRICING OF THE NEW NOTES
Further to the announcement dated 22 January 2024, Thames Water
Utilities Finance plc[1] (the "Company") announces today (i) the
Maximum Acceptance Amount in respect of its invitation to holders
of its outstanding Class A GBP500,000,000 4 per cent. Guaranteed
Unwrapped Bonds due June 2025 (ISIN: XS1078777114, such Notes
initially issued by Thames Water Utilities Cayman Finance Limited)
(the "Notes") to tender their Notes for purchase by the Company for
cash up to the Maximum Acceptance Amount (subject to the
satisfaction (or waiver) of the New Financing Condition (such
invitation, the "Offer")); and (ii) the pricing of the New Notes
(as defined below).
Maximum Acceptance Amount
The Maximum Acceptance Amount, which is the maximum aggregate
nominal amount of Notes the Company proposes to accept for purchase
pursuant to the Offer, has been set at GBP500,000,000 (although the
Company reserves the right, in its sole and absolute discretion, to
accept significantly less than such amount, or to accept none of
such Notes, for purchase pursuant to the Offer (the final aggregate
nominal amount of Notes accepted for purchase pursuant to the Offer
being the "Final Acceptance Amount"), as further described in the
tender offer memorandum dated 22 January 2024 (the "Tender Offer
Memorandum") prepared by the Company in connection with the
Offer).
The Company will announce the results of the Offer on 29 January
2024. In light of the Maximum Acceptance Amount being equal to the
nominal amount of the Notes, (i) the Company will not be making an
announcement of indicative results on 29 January 2024 and (ii) if
the Company accepts any Notes validly tendered for purchase
pursuant to the Offer, it intends to accept all Notes validly
tendered for purchase pursuant to the offer without scaling.
For the avoidance of doubt, whether the Company will accept for
purchase any Notes validly tendered in the Offer is subject,
without limitation, to the successful completion (in the sole
determination of the Company) of the issue of the New Notes (the
"New Financing Condition") unless such condition is waived in the
sole and absolute discretion of the Company.
The Offer is being made on the terms and subject to the
conditions contained in the Tender Offer Memorandum, and is subject
to the offer restrictions set out below and as more fully described
in the Tender Offer Memorandum. Capitalised terms used but not
otherwise defined in this announcement shall have the meanings
given to them in the Tender Offer Memorandum.
Pricing of the New Notes
The Company also announces that it has priced GBP275,000,000 in
aggregate nominal amount of sterling denominated 7.125 per cent.
Fixed Rate Class A Guaranteed Notes due 30 April 2031 (the "2031
Notes") and GBP575,000,000 in aggregate nominal amount of sterling
denominated 7.750 per cent. Fixed Rate Class A Guaranteed Notes due
30 April 2044 (the "2044 Notes" and together with the 2031 Notes,
the "New Notes") under its GBP15,000,000,000 Guaranteed Bond
Programme. Settlement of the New Notes is expected to take place on
or about 30 January 2024 and an application will be made to the
Financial Conduct Authority (the "FCA") for the New Notes to be
admitted to the official list of the FCA and be admitted to trading
on the London Stock Exchange's Main Market.
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer of the New Notes and may not be used for the
purposes of any such offer. Any investment decision to purchase any
New Notes should be made solely on the basis of the information
contained in (i) the base prospectus dated 12 October 2023 and
supplemented by supplemental base prospectuses dated 15 January
2024 and 19 January 2024 (together, the "Base Prospectus") prepared
in connection with the Programme and (ii) the final terms relating
to each series of the New Notes (together, the "Final Terms").
For the avoidance of doubt, the ability to purchase New Notes is
subject to all applicable securities laws and regulations in force
in any relevant jurisdiction (including the jurisdiction of the
relevant Noteholder and the selling restrictions set out in the
Base Prospectus). It is the sole responsibility of each Noteholder
to satisfy itself that it is eligible to purchase the New
Notes.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act
of 1933, as amended (the Securities Act). The New Notes have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).
Compliance information for the New Notes: UK MiFIR
professionals/ECPs-only/No UK PRIIPS KID or EU PRIIPS KID -
eligible counterparties and professional clients only (all
distribution channels). No sales to UK retail investors or EEA
retail investors; no key information document in respect of the UK
or the EEA has been or will be prepared. See the Base Prospectus
and the Final Terms for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
For detailed terms of the Offer please refer to the Tender Offer
Memorandum which (subject to distribution restrictions) can be
obtained from the Tender Agent referred to below.
Lloyds Bank Corporate Markets plc (Telephone: +44 20 7158 1726 /
1717; Attention: Liability Management; Email:
lbcmliabilitymanagement@lloydsbanking.com and NatWest Markets Plc
(Telephone: +44 20 7678 5222; Attention: Liability Management;
Email: NWMLiabilityManagement@natwestmarkets.com) are acting as
Dealer Managers for the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Owen Morris; Email: thameswater@is.kroll.com; Offer
Website: https://deals.is.kroll.com/thameswater) is acting as
Tender Agent for the Offer.
This announcement is released by Thames Water Utilities Finance
plc 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"), encompassing information
relating to the Offer and proposed new issue of New Notes described
above. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, this announcement is made
by David Gregg, Director of Thames Water Utilities Finance plc.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder (as defined herein) is in any doubt as to the
contents of the Tender Offer Memorandum or the action it should
take, it is recommended to seek its own financial, investment,
regulatory and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to tender such
Notes pursuant to the Offer. None of the Company, the Dealer
Managers, the Tender Agent or any director, officer, employee,
agent, adviser or affiliate of any such person, is acting for any
Noteholder, or will be responsible to any Noteholder for providing
any protections which would be afforded to its clients or for
providing advice in relation to the Offer, and accordingly none of
the Company, the Dealer Managers, the Tender Agent, or any
director, officer, employee, agent, adviser or affiliate of any
such person has made or will make any assessment of the merits and
risks of the Offer or of the impact of the Offer on the interests
of the Noteholders either as a class or as individuals, and none of
them makes any recommendation as to whether Noteholders should
tender Notes in the Offer. None of the Company, the Dealer Managers
or the Tender Agent (or any of their respective directors,
officers, employees, agents or affiliates) is providing any
Noteholder with any legal, business, financial investment, tax or
other advice in this announcement and/or the Tender Offer
Memorandum. Noteholders should consult their own advisers as needed
to assist them in making an investment decision and to advise them
whether they are legally permitted to tender Notes for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Offer in or from any
jurisdiction in or from which, or to or from any person to or from
whom, it is unlawful to make such invitation or for there to be
such participation under applicable securities laws. 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 the Tender Offer Memorandum
comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions.
United States:
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States as defined in Regulation S of the U.S. Securities Act
of 1933, as amended (the " Securities Act "). Accordingly, copies
of this announcement and the Tender Offer Memorandum and any other
documents or materials relating to the Offer are not being, and
must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer to buy or sell, or a solicitation of an offer to sell or buy,
any Notes or other securities in the United States. Securities may
not be offered or sold in the United States absent registration
under, or an exemption from the registration requirements of, the
Securities Act. The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, any U.S. person (as
defined in Regulation S of the Securities Act).
Each holder of Notes participating in the Offer will represent
that it is not located in the United States and it is not
participating in the Offer from the United States, or it is acting
on a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in the
Offer from the United States. For the purposes of this and the
above two paragraphs, United States means the United States of
America, its territories and possessions, any state of the United
States of America and the District of Columbia.
Italy:
None of the Offer, this announcement or the Tender Offer
Memorandum or any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy (Italy) as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").
Noteholders or beneficial owners of the Notes that are resident
and/or located in Italy may tender their Notes for purchase in the
Offer through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes, the Offer and/or the Tender Offer
Memorandum.
United Kingdom:
This announcement and the Tender Offer Memorandum and any other
documents or materials relating to the Offer is not being made, and
such documents and/or materials have not been approved, by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000, as amended. Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is only being made to, and may only be acted upon by,
those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order")) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order (together, "Relevant Persons"). Any investment or
investment activity to which this announcement and the Tender Offer
Memorandum relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons (and is subject to other
restrictions referred to in the Financial Promotion Order).
France:
This announcement and the Tender Offer Memorandum and any other
offering material relating to the Offer may be distributed in
France only to qualified investors (investisseurs qualifiés) as
defined in Article 2(e) of the Prospectus Regulation. Neither this
announcement nor the Tender Offer Memorandum, nor any other such
offering material has been nor will they be submitted for clearance
to nor approved by the Autorité des Marchés Financiers.
General:
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes in the Offer will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offer shall be deemed to be made by the
Dealer Manager or such affiliate, as the case may be, on behalf of
the Company in such jurisdiction.
[1] LEI: 213800ESMPQ4RQ7G8351
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