Thames Water Utilities Limited

17 March 2025

Super Senior Funding Waiver

Earlier today Thames Water Utilities Limited ("TWUL" or the "Company") announced that the Court of Appeal had upheld the restructuring plan proposed by Thames Water Utilities Holdings Limited pursuant to Part 26A of the Companies Act 2006 (the "Company Plan") in connection with implementing the liquidity extension transaction (the "Liquidity Extension Transaction") and which had been sanctioned by the High Court of Justice of England and Wales, and that the Company would now work with its creditors to seek to satisfy final conditions precedent to the super senior funding and obtain waivers where applicable.

Consent and Waivers

TWUL and Thames Water Super Senior Issuer PLC (the "Super Senior Issuer") have today launched parallel consent and waiver requests with a voting date of 31 March 2025 to seek a waiver from 75% or more of the super senior creditors of certain conditions precedent to the super senior funding relating to the appeal period (each of the foregoing consent requests together being the "Consent Requests"). Whilst such waiver is in force, the £1.5 billion super senior funding will be drawn into the Super Senior Issuer in tranches sized in line with TWUL's liquidity needs. This process will continue while any further appeals process is ongoing.

In addition, and to facilitate the waivers, TWUL has today launched STID Proposals with a voting date of 31 March 2025 seeking the consent of a majority of the Class A Creditors to defer the reserving of cash for debt service during any further appeal period and, as a matter of caution only, to provide for a re-classification of the super senior funding as Class A Debt in the unexpected event of any further appeals being successful.

TWUL understands that certain Class A Creditors are discussing among themselves whether to enter into supportive turnover arrangements where, in the unexpected event of any further appeals being successful, the participating Class A creditors agree to turn over recoveries to the super senior creditors in respect of the super senior funding and, to the extent that they agree to do so, TWUL has agreed to pay a conditional fee to such Class A Creditors equal to 0.25% of their outstanding principal amount of their Class A Debt. This conditional fee is only payable to such Class A Creditors who enter into the turnover arrangements prior to 28 March 2025 and in the event that there is permission granted for a further appeal, following which the turnover arrangements may then be required.

The Company retains the strong support of its Class A Creditors and is confident that the relevant waivers and consents will be forthcoming in due course.

Chris Weston, CEO, Thames Water commented: "The Court of Appeal has already refused the appeals and upheld the strong High Court decision to sanction the Company Plan. We continue to work closely with our creditors and will soon start to access the additional liquidity.

"We remain focused on putting Thames Water onto a more stable financial foundation as we seek a long-term solution to our financial resilience and in order to continue to implement our turnaround plan so we can deliver better results for our customers and the environment while seeking to attract new capital into the business.  As we have previously stated, the Company Plan will not affect customer bills but will provide continued investment in our network to fix pipes, upgrade our sewage treatment works, and maintain high-quality drinking water. We remain of the view that a market led solution is in the best interest of customers, UK taxpayers and the wider economy."

Access to Documents

The STID Proposals and Consent Requests are available through TWUL's investor relations website at https://www.thameswater.co.uk/about-us/investors/liquidity-extension-update.

STAKEHOLDERS ARE ENCOURAGED TO REVIEW THE CONSENT REQUESTS IN DETAIL THEMSELVES (COPIES OF WHICH ARE AVAILABLE AT HTTPS://WWW.THAMESWATER.CO.UK/ABOUT-US/INVESTORS/LIQUIDITY-EXTENSION-UPDATE) AND SEEK THEIR OWN LEGAL AND FINANCIAL ADVICE[1] SHOULD THEY HAVE ANY QUERIES IN RELATION TO THEIR CONTENTS.

For further information

Investor enquiries

Edwin Lloyd - Head of Investor Relations
[email protected]

Media enquiries

Suvra Jans - Head of Media Relations
07747 640810

[email protected]

Alex Simmons
[email protected] 

LEI: 213800JKM5UQHFJOTZ25