Tender Offer - Indicative Results

United Utilities Group PLC

22 March 2024

 

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: [phone]; Attention: Liability Management Group); and RBC Europe Limited (Attention: Liability Management; Telephone: [phone]; Email: [e-mail]), are Dealer Managers for the Offer.

Kroll Issuer Services Limited Tel: [phone]; Attn: Owen Morris; Email: [e-mail]; 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.

 

END