Proposed Return of Cash

Pennon Group PLC
23 January 2006



PENNON GROUP PLC


PROPOSED RETURN OF CASH TO SHAREHOLDERS AND NOTICE OF EGM


In the announcement on 8 December 2005 of the Group's interim results for the
half year ended 30 September 2005, Pennon announced that it had decided to
increase the level of gearing in its regulated water and sewerage business to
increase the efficiency of the Group's capital structure.



As a consequence, the Board proposed to return £200 million to shareholders,
with approximately £145 million of this return of cash being returned by way of
a B Share scheme of 110 pence per ordinary share and approximately £55 million
being returned through an on-market share buy back programme.  It was also
proposed that, conditional upon the return to shareholders, there will be a
one-off payment of £20 for each South West Water customer, and a step up in the
interim and full year dividend per share of approximately 20 per cent.



Pennon is today announcing further details of the proposed B Share scheme and
the related share capital consolidation.   Pennon is also today posting a
circular to its shareholders with details of the proposals and convening an
extraordinary general meeting, to be held at 11.00 am on 15 February 2006, to
obtain all necessary shareholder approvals for the proposed B Share scheme and
share capital consolidation, and to renew the company's general authority to
carry out on-market share buy backs required following the share capital
consolidation.



Merrill Lynch International is acting as exclusive financial adviser and
corporate broker to Pennon in connection with the proposed return of cash to
shareholders.



Details of the proposed return of cash and share consolidation



Under the terms of the proposed B Share scheme and associated share
consolidation, and subject to shareholder approval, shareholders will receive:

-           One B Share for every one existing ordinary share held on the record
            date; and
-           10 new ordinary shares in place of every 11 existing ordinary shares
            held on the record date



Shareholders will be able to elect between the following alternatives:



•            Single B Share Dividend: shareholders can elect in
respect of some or all of their B Shares to receive a single dividend of 110
pence per B Share which will become payable on 27 February 2006.  Following
this, the B Shares for which a shareholder has elected to receive the single
dividend payment will be automatically converted into deferred shares which will
have negligible value.  It is expected that the single B Share dividend will
generally be treated as income for United Kingdom tax purposes.



•            Initial Redemption: shareholders can elect to have some
or all of their B Shares redeemed by Pennon on 27 February 2006 at 110 pence per
B Share, free of all dealing expenses and commissions.  It is expected that the
proceeds will generally be treated as capital for United Kingdom tax purposes.



•            Final Redemption: shareholders can elect to hold some or
all of their B Shares until redeemed by Pennon on 6 April 2006 at 110 pence per
B Share, free of all dealing expenses and commissions. It is expected that the
proceeds will generally be treated as capital for United Kingdom tax purposes.
Holding some or all of the B Shares until 6 April 2006 may be of some value to
shareholders from a tax planning perspective.



Shareholders who do not elect for any of the alternatives, or who do not
properly complete and return their election form, or do not send a valid TTE
instruction in respect of CREST holders, will be deemed to have elected for
initial redemption in respect of all of their B Shares.

The B Shares will neither be admitted to the Daily Official List of the UK
Listing Authority nor to trading on the market for listed securities of the
London Stock Exchange.



In conjunction with the B Share scheme, the existing ordinary shares will be
subdivided and consolidated so that shareholders will receive 10 new ordinary
shares in place of every 11 existing ordinary shares they own at 6.00 pm on 17
February 2006. The share capital consolidation will take place immediately after
the allotment of the B Shares. The intention is that, subject to normal market
movements, the share price of one new ordinary share immediately after listing
of the new ordinary shares should be approximately equal to the share price of
one existing ordinary share immediately beforehand.  The ratio used for the
share capital consolidation has been set by reference to the closing middle
market price of 1205 pence per existing ordinary share on 19 January 2006 (the
latest practicable date prior to the publication of the circular to shareholders
in connection with the return of cash).  The effect of this will be to reduce
the number of issued ordinary shares to reflect the return of 110 pence per B
Share to shareholders, but shareholders will own the same proportion of Pennon
as they did previously, subject to fractional entitlements.  The new ordinary
shares will be equivalent in all material respects to the existing ordinary
shares, including their dividend, voting and other rights.



A number of changes to the articles of association of the company are required
in order to implement the proposed return of cash.



Full details of the return of cash and associated share capital consolidation
are contained in the circular being posted today to shareholders.



Expected timetable for the B Share scheme and the extraordinary general meeting

                                                                            


                                                                                                             2006
Latest time and date for receipt of electronic proxy instruction, form of proxy or        11.00 am on 13 February
CREST proxy instruction for extraordinary general meeting
Extraordinary General Meeting                                                             11.00 am on 15 February
Latest time and date for dealings in existing ordinary shares                              4.30 pm on 17 February
Record date for the capital reorganisation.  Existing ordinary share register closed       6.00 pm on 17 February
and existing ordinary shares disabled in CREST
New ordinary shares admitted to the Daily Official List and admitted to trading on         8.00 am on 20 February
the London Stock Exchange plc's market for listed securities
Dealings in the new ordinary shares commence and enablement in CREST of new ordinary       8.00 am on 20 February
shares and B Shares.  New ordinary shares and B Shares entered into CREST
Latest time and date for receipt of election forms and TTE instructions from CREST         6.00 pm on 24 February
holders in relation to the B Share alternatives and election form effective date
B Share record date                                                                        6.00 pm on 24 February
Initial redemption date, single B Share dividend date and B Shares in respect of                      27 February
which the single B Share dividend is payable convert into deferred shares
Distribution of new ordinary share certificates and despatch of cheques and CREST                         1 March
accounts credited, as appropriate, for fractional entitlements
Despatch of cheques and bank accounts credited, as appropriate, in respect of the                        17 March
single B Share dividend
Despatch of cheques and CREST accounts credited, as appropriate, in respect of the B                     17 March
Shares redeemed on the initial redemption date
Final redemption date                                                                                     6 April
Automatic redemption of all deferred shares                                                               6 April
Despatch of cheques and CREST accounts credited, as appropriate, in respect of B                         13 April
Shares redeemed on the final redemption date




Expected timetable for the 2005/06 interim dividend
                                                                            

                                                                                                             2006
Ex-dividend date                                                                                         15 March
Record date                                                                                              17 March
Financial year end                                                                                       31 March
Payment date and despatch of cheques and bank accounts credited, as appropriate                          13 April



All dates set out above in relation to the B Share scheme and share capital
consolidation which follow listing and admission to trading of the new ordinary
shares are conditional upon listing and admission to trading of the new ordinary
shares. All dates above are subject to change.



Two copies of the circular to shareholders referred to above comprising the
details of the B Share scheme, the share capital consolidation, the proposed
amendments to the articles of association of the company, the proposed change to
the authorised share capital and the notice of extraordinary general meeting
have been forwarded to the Financial Services Authority for publication through
their document viewing facility.



For further information please contact:



Pennon Group Plc:
David Dupont                Group Director of Finance              01392 443998
Edward Jackson              Group Financial Controller             01392 443059



Merrill Lynch International:
Richard Taylor                                                     0207 996 1000
Michael Findlay                                                    '          '
Chris Snoxall                                                      '          '

Finsbury Group:
Mark Harris                                                        0207 251 3801








Merrill Lynch International is acting as exclusive financial adviser and
corporate broker to Pennon and is acting for no-one else in connection with the
return of cash to shareholders and will not be responsible to anyone other than
Pennon for providing the protections afforded to customers of Merrill Lynch
International nor for providing advice in connection with the return of cash to
shareholders or the contents of this document or any other matter referred to
herein.







23 January 2006



www.pennon-group.co.uk



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