THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(EUWA).
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 (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY
STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF
COLUMBIA (THE UNITED
STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE SECURITIES
ACT)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
UNITED UTILITIES WATER
FINANCE PLC ANNOUNCES
INDICATIVE RESULTS OF TENDER
OFFER IN RESPECT OF ITS
£450,000,000 2.00 PER CENT.
FIXED RATE NOTES DUE 2025
22
March 2024.
United Utilities Water Finance
PLC (the Company) announces today the indicative
results of its invitation to holders of its
£450,000,000 2.00 per cent. Fixed Rate
Notes due 2025 (ISIN: XS1769818227) (£300,000,000 of which were issued on 14 February 2018,
£50,000,000 of which were issued on 19 September 2018 and
£100,000,000 of which were issued on 28 January
2019) (the Bonds) to
tender their Bonds for purchase by the Company for cash (the
Offer). The Bonds are
guaranteed by United Utilities Water Limited (the Parent).
The Offer was announced on 15 March
2024 and was made on the terms and subject to the conditions
contained in the tender offer memorandum dated 15 March 2024 (the
Tender Offer
Memorandum).
Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
The Expiration Deadline for the
Offer was 4.00 p.m. (London time) on 21 March 2024.
Indicative Final Acceptance
Amount
As at the Expiration Deadline, the
Company had received valid tenders for purchase pursuant to the
Offer of £110,052,000 in aggregate nominal amount of the
Bonds.
If the Company decides to accept
Bonds validly tendered pursuant to the Offer, the Company expects
that the Final Acceptance Amount will be £110,052,000 in aggregate
nominal amount of Bonds and therefore expects to accept for
purchase all Bonds validly tendered pursuant to the Offer in full,
with no pro rata
scaling.
Bondholders should note that this is a non-binding indication
of the level at which the Company expects to set the Final
Acceptance Amount and the Scaling Factor.
Pricing for the Offer will take
place at or around 12.00 p.m. (London time) today (the Pricing Time). As soon as reasonably
practicable after the Pricing Time, the Company will announce
whether it will accept valid tenders of Bonds pursuant to the Offer
and, if so accepted, the Final Acceptance Amount, the Benchmark
Security Rate, the Purchase Yield, the Purchase Price and any
Scaling Factor that will be applied to the Bonds, as
applicable.
The Settlement Date in respect of
Bonds accepted for purchase pursuant to the Offer is expected to be
26 March 2024.
Deutsche Bank AG London Branch
(Telephone: +44 207 545 8011; Attention: Liability
Management Group); and RBC Europe
Limited (Attention: Liability
Management; Telephone: +44 20 7029 7420; Email:
liability.management@rbccm.com), are Dealer Managers for the
Offer.
Kroll Issuer Services Limited Tel: +44 20 7704 0880; Attn: Owen Morris; Email:
unitedutilities@is.kroll.com;
Offer Website: https://deals.is.kroll.com/unitedutilities
is acting as Tender Agent.
UK
MAR: This announcement is released
by the Company 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) as it forms part of UK domestic
law by virtue of the EUWA (UK
MAR), encompassing information relating to the Offer
described above. For the purposes of UK MAR and Article 2 of the
binding technical standards published by the Financial Conduct
Authority in relation to MAR as regards Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Simon
Gardiner, Company Secretary at the Company.
DISCLAIMER This announcement
must be read in conjunction with the Tender Offer Memorandum. No
offer or invitation to acquire any securities is being made
pursuant to this announcement. 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/or the Tender Offer Memorandum
comes are required by each of the Company, the Parent, the Dealer
Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.