United Utilities PLC
Recommended proposals relating to the introduction of United Utilities Group
PLC as the holding company of United Utilities PLC and for the Return of
Capital of approximately £1.5 billion to Shareholders
Scheme of Arrangement - Listing of new holding company
28 July 2008
United Utilities PLC (the "Company") and United Utilities Group PLC ("United
Utilities Group") are pleased to announce that the Scheme has become effective
and that United Utilities Group is now the holding company of United Utilities
PLC.
Under the Scheme shares in the Company have been cancelled and issued to United
Utilities Group. Shareholders received 17 United Utilities Group Ordinary
Shares for every 22 United Utilities Shares and one B Share in United Utilities
Group for each United Utilities Share held at the Scheme Record Time.
United Utilities Group announces that the United Utilities Group Ordinary
Shares have been admitted to the Official List of the UK Listing Authority and
to trading on the main market for listed securities of the London Stock
Exchange plc. Unconditional dealings in the United Utilities Group Ordinary
Shares commenced at 8:00 a.m. today.
The listing of the United Utilities Shares was cancelled at 8:00 a.m. today.
Expected Timetable of Key Events
30 July 2008 Court hearing to confirm the United Utilities Group Reduction of
Capital
31 July 2008 United Utilities Group Reduction of Capital becomes effective
8 August 2008 Payment of the United Utilities Final Dividend
By 19 August Despatch of cheques or crediting of CREST/mandated bank accounts
2008 in relation to B Share Dividend and Initial B Share Redemption
14 April 2009 Final B Share Redemption
This timetable is based on the Board's expectations and may be subject to
change.
For Further Information
Equiniti Limited, United Utilities' registrars 0871 384 2898/+44 121 415
0269
Tim Weller, Chief Financial Officer, United +44 (0) 1925 237000
Utilities
Gaynor Kenyon, Communications Director, United +44 (0) 1925 237000
Utilities
Darren Jameson, Head of Investor Relations, +44 (0) 1925 237000
United Utilities
Dominic Fry/Tom Murray, Tulchan Communications +44 (0) 20 7353 4200
Notes
1. Terms used but not defined in this announcement have the meanings given to
them in the scheme circular sent by the Company to its shareholders dated 6
June 2008.
2. No United Utilities Group Ordinary Shares or B Shares have been marketed
to, nor are any available for purchase by, the public in the United Kingdom
or elsewhere in connection with the Admission. This announcement does not
constitute an offer or form part of any offer or invitation to purchase,
subscribe for, sell or issue, or a solicitation of any offer to purchase,
subscribe for, sell or issue United Utilities Group Ordinary Shares, B
Shares or any other securities in United Utilities or United Utilities
Group. This announcement does not constitute a prospectus equivalent
document.
3. Overseas Shareholders may be affected by the laws of other jurisdictions in
relation to the Proposals or the distribution of this announcement. Persons
into whose possession this announcement comes should inform themselves
about and observe any applicable restrictions and legal, exchange control
or regulatory requirements in relation to the Proposals, the distribution
of this announcement and the Prospectus. Any failure to comply with such
restrictions or requirements may constitute a violation of the securities
laws of any such jurisdiction.
INFORMATION FOR US SHAREHOLDERS
4. Neither the United Utilities Group Ordinary Shares nor the B Shares will
be, and are not required to be, registered with the US Securities and
Exchange Commission under the US Securities Act of 1933, as amended, in
reliance of the exemption from registration provided by Section 3(a)(10)
thereof. Neither the SEC nor any other US federal or state securities
commission or regulatory authority has approved or disapproved the United
Utilities Group Ordinary Shares or the B Shares or passed an opinion on the
adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.
This announcement is not an offer of securities for sale in the United States.
Neither the United Utilities Group Ordinary Shares nor the B Shares to be
issued to Shareholders in connection with the Scheme have been, will be, nor
are required to be, registered with the SEC under the US Securities Act, in
reliance upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) of that act. For the purpose of
qualifying for the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) of that act with respect to the
United Utilities Group Ordinary Shares and the B Shares issued pursuant to the
Scheme, United Utilities will advise the Court that it will rely on Section 3
(a)(10) exemption based on the Court's sanctioning of the Scheme, which will be
relied upon by United Utilities as an approval of the Scheme following a
hearing on its fairness to Shareholders at which hearing all such Shareholders
will be entitled to attend in person or through counsel to support or oppose
the sanctioning of the Scheme and with respect to which notification has been
or will be given to all such Shareholders.
5. United Utilities PLC has received advice in relation to the Proposals from
Deutsche Bank AG, London Branch and JPMorgan Cazenove Limited. Deutsche
Bank, which is authorised under German Banking Law (competent authority:
BaFin-Federal Financial Supervising Authority) and with respect to UK
commodity derivatives business by the Financial Services Authority and
regulated by the Financial Services Authority for the conduct of UK
business and JPMorgan Cazenove, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, are jointly acting as
sponsors and financial advisers for United Utilities and United Utilities
Group and no-one else in connection with the Proposals and will not be
responsible to anyone other than United Utilities and United Utilities
Group for providing protections afforded to clients of Deutsche Bank and
JPMorgan Cazenove respectively or providing advice in relation to the
Proposals or any other matters described in this announcement.
TP0802040028
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