United Utilities Group PLC - LEI: 2138002IEYQAOC88ZJ59
United Utilities Water Limited - LEI: 213800RQ5FMB2GQ69174

Publication of Amended and Restated Final Terms

Following the decision by the UK Statistics Authority to amend, with effect from February 2030, the methods used to compile the Retail Prices Index ("RPI") to more closely align with the calculation of the Consumer Prices Index including owner-occupier housing costs, United Utilities Water Limited (formerly United Utilities Water PLC) (the "Company") and United Utilities Water Finance PLC ("UUWF") considered the likely operation of their outstanding RPI-linked senior unsecured notes' existing 'fallback' provisions upon a cessation of or fundamental change to RPI.

On 14 March 2023 the Company and UUWF released an announcement highlighting discussions held with investors in relation to the Company's RPI-linked notes and likely next steps (the "March 2023 Announcement"). The March 2023 Announcement confirmed that the fallback provisions included for RPI-linked notes in the United Utilities group's multi-issuer euro medium term note programme had been updated for new RPI-linked note issuance by, amongst other changes, including a fallback which references a relevant reference gilt (the "RPI Modifications"), thereby reducing the risk of the cessation of or a fundamental change to RPI resulting in redemption of any future RPI-linked notes at their indexed par value.

In addition, the March 2023 Announcement disclosed that the Company had discussed with investors via a special committee of the Investment Association retrospective adoption of the RPI Modifications in relation to pre-existing RPI-linked notes.  The March 2023 Announcement further confirmed that whilst those discussions were very constructive the outcome was not conclusive, and therefore the Company and UUWF expected over the coming months to approach holders of one or more series of the Notes individually or as part of ad hoc groups for further discussions, with a view to discussing the RPI Modifications on the terms described above and potentially amending the terms and conditions of certain Notes to reflect the relevant provisions in the Offering Circular.

The Company today confirms that it has amended the terms and conditions of the following of its RPI-linked outstanding senior, unsecured notes:

·      £50,000,000 1.397 per cent. Index-Linked Notes due February 2046 (ISIN: XS0243962072) (the "Series 27 Notes");

·      £35,000,000 1.3805 per cent. Index-Linked Notes originally due November 2056 (ISIN: XS0275712049) (the "Series 39 Notes"); and

·      £25,000,000 1.591 per cent. Index-Linked Notes originally due September 2056 (ISIN: XS0268406518) (the "Series 37 Notes"),

(the Series 27 Notes, Series 39 Notes and Series 37 Notes together being the "Notes").

The Company has agreed with 100% of the holders of the Notes to amend the terms and conditions of the Notes, in order to, amongst other things: (i) revise certain RPI fallback provisions, and (ii) shorten the maturity dates of the Series 37 Notes and the Series 39 Notes.

To view the amended and restated final terms in respect of the Notes (the "Amended and Restated Final Terms"), please paste the following URLs into the address bar of your browser:

·      http://www.rns-pdf.londonstockexchange.com/rns/5196V_1-2026-3-5.pdf

·      http://www.rns-pdf.londonstockexchange.com/rns/5196V_3-2026-3-5.pdf

·      http://www.rns-pdf.londonstockexchange.com/rns/5196V_2-2026-3-5.pdf

Copies of the Amended and Restated Final Terms have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please contact Brendan Murphy, Treasurer, United Utilities Group PLC, on +44 (0) 7717 099 887.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.