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
FINAL 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 final 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.
Final Acceptance Amount
The Company confirms that the Final Acceptance Amount is £110,052,000.
Accordingly, the Company will accept for purchase all Bonds validly tendered pursuant to the Offer in full, with no pro rata scaling.
Pricing in respect of the Offer took place at or around 12.00 p.m. (London time) today (the Pricing Time). The Company determined that the Purchase Price it will pay for the Bonds validly tendered and accepted for purchase will be 97.332 per cent. of the nominal amount of the Bonds based on a Settlement Date of 26 March 2024.
A summary of the final results of, and pricing for, the Offer appears below:
| Final Acceptance Amount | Benchmark Security Rate | Purchase Spread | Purchase Yield (annual) | Purchase Price | Scaling Factor |
| £110,052,000 | 4.630 per cent. | 45 bps | 5.145 per cent. | 97.332 per cent. | N/A |
General
The Settlement Date in respect of the Bonds accepted for purchase pursuant to the Offer is expected to be 26 March 2024. Following the settlement of the Offer and cancellation of the Bonds accepted for purchase pursuant to the Offer, £339,948,000 in aggregate nominal amount of the Bonds will remain outstanding.
The Company will also pay an Accrued Interest Payment in respect of the Bonds accepted for purchase pursuant to the Offer.
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 acting as 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.
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