Results of the Equity Issue

Severn Trent PLC

29 September 2023

 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

29 September 2023

Severn Trent Plc

("Severn Trent", the "Company" or the "Group")

Results of the Equity Issue

Severn Trent Plc successfully raises £1 billion of new equity

Severn Trent announces the successful pricing of the non-pre-emptive placing of new ordinary shares of 97^17/19 pence each in the capital of the Company ("New Ordinary Shares") announced earlier today (the "Placing").

A total of 22,922,277 New Ordinary Shares (the "Placing Shares") have been placed with institutional investors by Merrill Lynch International ("BofA Securities"), Morgan Stanley & Co. International ("Morgan Stanley"), and Citigroup Global Markets Limited ("Citi", together with BofA Securities and Morgan Stanley, the "Joint Bookrunners") at a price of 2,150 pence per Placing Share (the "Placing Price") raising gross proceeds of approximately £493 million.

Concurrently with the Placing, retail investors in the UK have subscribed in the offer made by the Company via the PrimaryBid platform for a total of 320,750 New Ordinary Shares (the "Retail Offer Shares") at the Placing Price (the "Retail Offer") raising gross proceeds of approximately £7 million.

Additionally, certain directors of the Company have subscribed for Ordinary Shares for a total of 12,787 New Ordinary Shares (the "Director Subscription Shares") at the Placing Price (the "Director Subscription") raising gross proceeds of approximately £275,000.

The Placing, Retail Offer, and Director Subscription in aggregate comprise 23,255,814 New Ordinary Shares, and will raise gross proceeds of approximately £500 million.

The Subscription by Qatar Investment Authority ("QIA") for 23,255,814 New Ordinary Shares (the "Subscription Shares") at the Placing Price will raise proceeds of approximately £500 million.

As a result, the Placing, Retail Offer, Director Subscription and Subscription (together, the "Equity Issue") will raise total gross proceeds of approximately £1 billion.

The Placing Price of 2,150 pence represents a discount of approximately 5.1 per cent to the closing share price of 2,265 pence on 28 September 2023 and a discount of approximately 7.1 per cent to the middle market price at the time at which the Company and the Joint Bookrunners agreed the Placing Price.

Together, the Placing Shares, Retail Offer Shares, Director Subscription Shares and Subscription Shares ("New Ordinary Shares") being issued represent approximately 18.2 per cent of the existing issued ordinary share capital of Severn Trent prior to the Equity Issue.

Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the admission of the New Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. on 3 October 2023. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Joint Bookrunners and the Company not being terminated in accordance with its terms.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Following Admission, the total number of Ordinary Shares in issue in Severn Trent will be 301,692,002. The Company holds 2,645,984 Ordinary Shares in treasury, and therefore the total number of voting rights in Severn Trent will be 299,046,018 following Admission, and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Severn Trent under the FCA's Disclosure Guidance and Transparency Rules.

Related party transaction

Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock Inc. ("BlackRock")" hold more than 10 per cent. of the issued share capital in the Company. Blackrock is therefore a substantial shareholder in the Company for the purposes of the Listing Rules and is considered to be a related party for the purposes of Listing Rules. BlackRock has agreed to subscribe for 1,598,130 Placing Shares in the Placing, amounting to a total subscription of approximately £34 million. The participation in the Placing by BlackRock constitutes a "smaller" related party transaction and falls within Listing Rule 11.1.10 R(1) and this announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c).

Director participation

Each of the following directors of the Company has agreed to subscribe for the number of Director Subscription Shares at the Placing Price opposite his or her name as set out below:

Director	Number of Director Subscription Shares
Liv Garfield	4,651
Christine Hodgson	2,325
Helen Miles	2,325
Kevin Beeston	1,162
John Coghlan	1,162
Sarah Legg	1,162

Capitalised terms used but not defined in this Announcement have the same meanings as set out in the placing launch announcement released by the Company earlier today.

BofA Securities and Morgan Stanley acted as Joint Global Coordinators and Joint Corporate Brokers and, together with Citi, acted as Joint Bookrunners in respect of the Placing.

Rothschild & Co acted as Financial Adviser to the Company.

About QIA

QIA is the sovereign wealth fund of the State of Qatar. QIA was founded in 2005 to invest and manage the state reserve funds. QIA is among the largest and most active sovereign wealth funds globally. QIA invests across a wide range of asset classes and regions as well as in partnership with leading institutions around the world to build a global and diversified investment portfolio with a long-term perspective that can deliver sustainable returns and contribute to the prosperity of the State of Qatar.

The person responsible for making this Announcement on behalf of the Company is Hannah Woodall-Pagan, Group Company Secretary.

This Announcement should be read in its entirety and in conjunction with the "Important Notices" section below.

For further information on the Announcement, please contact:

Severn Trent Plc: Rachel Martin, Head of Investor Relations	[phone]

BofA Securities (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)

[phone]

Peter Luck
Patrick De Loe
Oliver Elias

Alexander Penney

Morgan Stanley (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)

[phone]

Ben Grindley

Melissa Godoy
Francesco Puletti
Sean Cox

Citi (Joint Bookrunner)

[phone]

Simon Lindsay

Sian Evans

Patrick Evans

Christopher Wren

Rothschild & Co (Financial Adviser to Severn Trent Plc)

[phone]

John Deans

Emmet Walsh

Robert Barnes

Colm Burns

Media enquiries:

Jonathan Sibun, Teneo [phone]

Press Office, Severn Trent Plc [phone]

Pre-Emption Group Reporting

The Placing is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).

Name of Issuer	Severn Trent plc
Transaction details	In aggregate, the Equity Issue of 46,511,628 New Ordinary Shares (comprising 22,922,277 Placing Shares, 320,750 Retail Offer Shares, 12,787 Director Subscription Shares and 23,255,814 Subscription Shares) represents approximately 18.2% of the Company's issued ordinary share capital. Settlement for the New Ordinary Shares and Admission are expected to take place on or before 8.00 a.m. on 3 October 2023.
Use of proceeds	The proceeds of the proposed Equity Issue complete the equity contribution to the funding of Severn Trent's business plan for the regulatory period 2025-2030 ("AMP8") which Severn Trent intends to submit to Ofwat on 2 October 2023. In particular, the plan and Equity Issue will ensure Severn Trent is responsibly funded from the outset and ensure robust financial resilience is maintained whilst financing a step-up in investment.
Quantum of proceeds	In aggregate, the Equity Issue raised gross proceeds of approximately £1 billion and net proceeds of approximately £987 million.
Discount	The Placing Price of 2,150 pence represents a discount of approximately 5.1 per cent to the closing share price of 2,265 pence on 28 September 2023 and a discount of approximately 7.1 per cent to the middle market price at the time at which the Company and the Joint Bookrunners agreed the Placing Price.
Allocations	Soft pre-emption has been adhered to in the allocations process for the Placing. Management was involved in the allocations process, which has been carried out in compliance with the MiFID II Allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata interests, and wall-crossed accounts. The committed allocation to QIA pursuant to the Subscription recognises the support of QIA to the Company in raising the target gross proceeds of the Equity Issue resulting in a fully funded equity plan for AMP8.
Consultation	The Joint Bookrunners undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.
Retail Investors	The Equity Issue included the Retail Offer, for a total of 320,750 Retail Offer Shares, via the PrimaryBid platform, alongside the Placing. Retail investors, who participated in the Retail Offer, were able to do so at the same Placing Price as all other investors participating in the Equity Issue. The Retail Offer was made available to existing shareholders and new retail investors in the UK. Investors were able to participate through PrimaryBid's platform via its partner network (covering 60+ FCA registered intermediaries) and through PrimaryBid's free-to-use direct channel. Investors had the ability to participate in this transaction through ISAs and SIPPs, as well as General Investment Accounts (GIAs). This combination of participation routes meant that, to the extent practicable on the transaction timetable, eligible UK retail investors had the opportunity to participate alongside institutional investors. Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption.

IMPORTANT NOTICES

No action has been taken by the Company or Merrill Lynch International ("BofA Securities") or Morgan Stanley & Co. International plc ("Morgan Stanley", and together with BofA Securities, the "Joint Global Coordinators") or Citigroup Global Markets Limited ("Citi", and together with the Joint Global Coordinators, the "Joint Bookrunners") or N.M. Rothschild & Sons Limited ("Rothschild & Co"), or any of their respective Affiliates, or any of its or their respective agents, directors, officers or employees (collectively, "Representatives") that would, or which is intended to, permit an offer of the securities referred to herein or result in the possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the "Prospectus Regulation") and the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") to be published. Persons needing advice should consult an independent financial adviser.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or Rothschild & Co or by any of their respective Affiliates or Representatives as to, or in relation to, the contents of the information contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any of the Joint Bookrunners or Rothschild & Co or any of their respective Affiliates or Representatives in connection with the Company, the Placing Shares, the Subscription Shares, the Director Subscription Shares, the Retail Offer Shares, the Placing, the Subscription, the Director Subscription or the Retail Offer and any liability therefor is expressly disclaimed. The Joint Bookrunners and Rothschild & Co and each of their respective Affiliates or Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any of the Joint Bookrunners or Rothschild & Co or any of their respective Affiliates or Representatives as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and my only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, at Qualified Investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

The distribution of this Announcement and the offering, placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners or Rothschild & Co or any of their respective Affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners and Rothschild & Co to inform themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The securities referred to herein may not be offered and sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook ; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, BofA Securities, Citi and Morgan Stanley will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, BofA Securities, Citi and Morgan Stanley will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Forward looking information

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. These statements are subject to unknown risks, uncertainties and other factors, many of which are beyond the Company's control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, neither the Company nor the Joint Bookrunners or Rothschild & Co assume any responsibility or obligation and each expressly disclaim any obligation or undertaking to update publicly or review any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation. The final PR24 Business Plan is subject to approval by Ofwat and there can be no assurance that the PR24 Business Plan will be approved, in whole or in part. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company. Past performance is no guide for future performance and persons reading this Announcement should consult an independent financial adviser.

This Announcement does not constitute a recommendation to acquire any securities of the Company. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners or Rothschild & Co.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

BofA Securities, Citi and Morgan Stanley are each authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. Each of BofA Securities, Citi and Morgan Stanley is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. BofA Securities, Citi and Morgan Stanley will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

In connection with the Placing, each of BofA Securities, Citi and Morgan Stanley and any of their Affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their Affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their Affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective Affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The Joint Bookrunners are not acting for the Company with respect to the Retail Offer.

The most recent Annual Report of the Group and other information about the Group are available on the Severn Trent website at www.severntrent.com. Neither the contents of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

 

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