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 TENDER 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 £500,000,000 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 £500,000,000 (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 £275,000,000 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 £575,000,000 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 £15,000,000,000 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: [email protected] and NatWest Markets Plc (Telephone: +44 20 7678 5222; Attention: Liability Management; Email: [email protected]) are acting as Dealer Managers for the Offer.

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris; Email: [email protected]; 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.