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Monday 04 June, 2018

Thames Wtr.Utltes.

Launch of Consent Solicitation

RNS Number : 2479Q
Thames Water Utilities Finance Ltd
04 June 2018
 

THAMES WATER UTILITIES FINANCE LIMITED AND THAMES WATER UTILITIES CAYMAN FINANCE LIMITED ANNOUNCE A CONSENT SOLICITATION

 

4 June 2018

Overview

Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Limited (together, the "Issuers") have today announced a consent solicitation in respect of the following series of bonds (the "Bonds"):

(a)        issued by Thames Water Utilities Cayman Finance Limited:

(i)         €113,000,000 2.3 per cent. Index Linked Class A Guaranteed Unwrapped Bonds due 18 July 2022 (XS0649823035) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(ii)        £300,000,000 2.375 per cent. Class B Guaranteed Unwrapped Bonds due 3 May 2023 (XS1605392676) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(iii)       £250,000,000 1.875 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2024 (XS1555168282) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(iv)        CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 (CAG8787NAB06) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

(v)        £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 (XS1078777114) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(vi)         £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027 (XS1335311574) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(vii)       £250,000,000 2.875 per cent. Class B Guaranteed Unwrapped Bonds due 3 May 2027 (XS1605393054) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(viii)      £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 (XS1371533867) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(ix)       £300,000,000 Fixed Rate 5.75 per cent. Class B Unwrapped Bonds due 13 September 2030 (XS0540190096) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(x)        £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 (XS1555168365) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(xi)       £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 (XS1334772925) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited)

(xii)      £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 (XS0800185174) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(xiii)      JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 (XS0382041225) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(xiv)      £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 (XS0404852526) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, and Thames Water Utilities Finance Limited);

(xv)       £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 (XS0590171103) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(xvi)      £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 (XS0318577912) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance Limited);

(xvii)     £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 (XS0455926260) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(xviii)    £40,000,000[1] 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 (XS0548262061) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(xix)     £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 (XS0800186222) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(xx)      £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 (XS0318577755) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance Limited);

(xxi)     £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 (XS0318577672) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance Limited);

(xxii)     £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 (XS0318577599) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance Limited);

(xxiii)    £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 (XS1537083716) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited); and

(xxiv)    £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 (XS0318577326) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance Limited); and

 

(b)        issued by Thames Water Utilities Finance Limited:

(i)         £200,000,000 5.05 per cent. Guaranteed Notes due 30 June 2020 (XS0223581975) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Cayman Finance Limited);

(ii)        £225,000,000 6.59 per cent. Guaranteed Notes due 20 April 2021 (XS0267220472) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Cayman Finance Limited);

(iii)       £175,000,000 3.375 per cent. Index-Linked Guaranteed Notes due 21 July 2021 (XS0143275419) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Cayman Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(iv)        £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028 (XS0092157600) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Cayman Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(v)        £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032 (XS0107289323) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Cayman Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited);

(vi)        £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037 (XS0268693743) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Cayman Finance Limited);

(vii)       £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053 (XS0265832922) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Cayman Finance Limited); and

(viii)      £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055 (XS0267219896) (guaranteed by Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Cayman Finance Limited).

 

Capitalised terms used in this announcement and not defined herein shall have the meanings ascribed to them in the Solicitation Memorandum dated 4 June 2018 (the "Solicitation Memorandum").

Meetings of Bondholders

The following meetings of Bondholders which have been convened in respect of each series of Bonds as listed in the table below in each case to consider, and if thought fit, pass the applicable Extraordinary Resolutions to approve the relevant Proposal(s) and their implementation, shall take place at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ and at the times indicated in the table below:

Issuer

Series of Bonds (ISIN)

Time of Meeting

Thames Water Utilities Finance Limited

£200,000,000 5.05 per cent. Guaranteed Notes due 30 June 2020 (XS0223581975)

£225,000,000 6.59 per cent Guaranteed Notes due 20 April 2021 (XS0267220472)

£175,000,000 3.375 per cent. Index-Linked Guaranteed Notes due 21 July 2021 (XS0143275419)

£330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028 (XS0092157600)

£200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032 (XS0107289323)

£600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037 (XS0268693743)

£300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053 (XS0265832922)

£300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055 (XS0267219896)

 

26 June 2018 at 12.00 p.m. (London time)

Thames Water Utilities Cayman Finance Limited (Class A Meeting)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thames Water Utilities Cayman Finance Limited (Class B Meeting)

€113,000,000 2.3 per cent. Index Linked Class A Guaranteed Unwrapped Bonds due 18 July 2022 (XS0649823035)

£250,000,000 1.875 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2024 (XS1555168282)

CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 (the "Canadian Bonds") (CAG8787NAB06)

£500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 (XS1078777114)

£45,000,000 0.721 per cent.  Index Linked Class A Unwrapped Bonds due 21 December 2027 (XS1335311574)

£300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 (XS1371533867)

£250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 (XS1555168365)

£40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 (XS1334772925)

£300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 (XS0800185174)

JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 (XS0382041225)

£50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 (XS0404852526)

£500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 (XS0590171103)

£50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 (XS0318577912)

£55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 (XS0455926260)

£40,000,000[2] 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 (XS0548262061)

£300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 (XS0800186222)

£100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 (XS0318577755)

£200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 (XS0318577672)

£200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 (XS0318577599)

£400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 (XS1537083716)

£350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 (XS0318577326)

 

£300,000,000 2.375 per cent. Class B Guaranteed Unwrapped Bonds due 3 May 2023 (XS1605392676)

£250,000,000 2.875 per cent. Class B Guaranteed Unwrapped Bonds due 3 May 2027 (XS1605393054)

£300,000,000 Fixed Rate 5.75 per cent. Class B Unwrapped Bonds due 13 September 2030 (XS0540190096)

 

26 June 2018 at 11.00 a.m. (London time)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26 June 2018 at 11.30 a.m. (London time)

Bondholders who do not wish to attend the relevant Meeting but who wish to vote must take action prior to 4.00 p.m. (London time) on 21 June 2018 (the "Expiration Time"), subject to amendment termination or withdrawal by the Issuers and any earlier deadlines set by the Clearing Systems or any intermediary through which such Bondholders hold their Bonds.

Background

Thames Water Utilities Limited ("TWUL") is a UK-incorporated water and sewerage provider licensed by Ofwat under the Water Industry Act 1991. In 2006, TWUL was acquired by a consortium of investors who incurred debt in order to fund the acquisition. This acquisition debt was refinanced in part through an issue of bonds by a newly incorporated subsidiary of TWUL, Thames Water Utilities Cayman Finance Limited (the "TWUCFL"). This bond issuance formed part of a multi-source secured debt issuance programme (the "Platform") under which Thames Water Utilities Holdings Limited ("TWH"), TWUL, Thames Water Utilities Finance Limited ("TWUF"), Thames Water Utilities Cayman Finance Holdings Limited ("TWUCFH") and TWUCFL are Obligors and collectively referred to, along with any other Permitted Subsidiaries, as the TWU Financing Group.

As the refinancing to be undertaken as part of the entry into the Platform was of acquisition debt, to include a PLC company into the group would have led to a breach of the rule against financial assistance. In order to enable the transaction to go ahead, as with many other similar structures, TWUCFL and later TWUCFH (the "Caycos") were incorporated in the Cayman Islands. Under English law, a Cayman Islands-incorporated company is entitled to issue bonds to the public in the UK and the financial assistance rule does not apply to such company.

Subsequently, since the Platform was established in 2007, the rules against financial assistance were substantively recast under the 2006 Companies Act so that, if the refinancing of acquisition debt as part of the entry into the Platform was undertaken today, Cayman Islands-incorporated companies would not be required. The Caycos are managed and controlled in the UK and are solely UK tax resident. Notwithstanding this, there has been on-going negative press coverage[3] of water companies using perceived complex corporate structures, and off-shore companies, with the press speculating with no foundation that their use is for tax avoidance.

Furthermore, TWUL and other UK water and sewerage companies are being subjected to increasing pressure and scrutiny from their economic regulator Ofwat[4] with some of their debt investors and the Secretary of State for Environment, Food and Rural Affairs (the Rt Hon Michael Gove MP) also expressing a strong desire for the Cayman Islands subsidiaries to be removed from the Thames Water group. TWUL's view is that maintaining a financing structure which includes the Caycos could be prejudicial to its relations with and future price determinations by Ofwat as well as its relationship with its customers and their trust in TWUL and consequently, adverse to the interests of the Secured Creditors.

For the reasons set out above TWUL has decided to remove the Caycos from its corporate structure and the proposals as more fully set out in the Solicitation Memorandum set out the necessary steps to achieve this objective.

The Proposals

As more fully set out in the STID Proposal, it is proposed that the Caycos should be removed from the TWU Financing Group. More specifically, as part of that process, it is envisaged that the issuer of the Bonds issued by TWUCF will be substituted with TWUF and that subsequently, provided the proposed issuer substitution is approved in relation to all TWUCF Bonds, the Caycos will be disposed of from the TWU Financing Group and liquidated.

A Substitution Proposal will only be implemented in respect of TWUCF if every Class of Bondholders of TWUCF approves by Extraordinary Resolution the relevant Substitution Proposal.

As it is intended for TWUF to be the ongoing future finance subsidiary of the TWU Financing Group, it is also proposed that certain steps are carried out to recapitalise TWUF so that TWUF may re-register as a public limited company in order for TWUF to issue bonds to the public on an on-going basis.

Furthermore, Secured Creditors should note that each Substitution Proposal outlined herein is subject to one or more extraordinary resolution(s) of the Bondholders of TWUCF. If an extraordinary resolution in respect of a Substitution Proposal is not passed by any Class of Bondholders (in respect of TWUCF), TWUCF will not be substituted and will remain as issuer of the TWUCF Bonds and TWUCF Bondholders will not receive the Work Fee.

For detailed information on the Proposals, including the steps envisaged to achieve the ultimate removal of the Caycos from the TWU Financing Group, see the form of STID Proposal (appended at Schedule 3 to the Solicitation Memorandum).

In the case of both the Class A Bondholders and the Class B Bondholders, the Extraordinary Resolution to approve the relevant Substitution Proposal and in the case of the Class A Bondholders only, the Extraordinary Resolution to approve the STID Proposal, in each case as more fully described in the Solicitation Memorandum, are herein referred to as the "Proposals".

Amendment Conditions

Implementation of the transactions set out in the STID Proposal is conditional on:

(a)        Rating Agency confirmations confirming that the implementation of the STID Proposal would not cause a downgrade or removal of the rating of the Bonds or the shadow rating of the Wrapped Bonds (or the Issuer has certified to the Bond Trustee that it has notified each Rating Agency of the proposed substitution and none of the Rating Agencies has, within 10 Business Days of receipt of such notification, notified the Issuer that such substitution would result in a downgrade of any Tranche of Bonds below the then current rating ascribed to such Tranche of Bonds);

(b)        the approval of the STID Proposal and the announcement by the Security Trustee of such approval;

(c)        the delivery to the Security Trustee and Bond Trustee of certain legal opinions of Linklaters LLP as to matters of capacity and enforceability of certain transaction documents; and

(d)        certifications of TWUL, TWUF or TWUCF as to certain matters set out more fully in the form of the STID Proposal; and

(e)        the other conditions set out in paragraph 4 of the form of the STID Proposal

(the "Amendment Conditions"). The relevant Issuer will announce satisfaction of the Amendment Conditions as soon as practicable thereafter.

It is intended that the transaction will be implemented within six months of the STID Voting Date, however the timing for the implementation of the transaction shall be at Thames Water's sole and absolute discretion.

Results of Consultations with The Investment Association

The Proposals have been considered by a special committee (the "Special Committee") of The Investment Association at the request of TWUL.

The members of the Special Committee, who hold in aggregate approximately 26 per cent. of the aggregate principal amount outstanding of the TWUCF Class A Bonds (at their originally issued nominal amount) and approximately 45 per cent. of the aggregate principal amount outstanding of the TWUCF Class B Bonds (at their originally issued nominal amount) and approximately 34 per cent. of the aggregate principal amount outstanding of the TWUF Class A Bonds (at their originally issued nominal amount), have examined the Proposal(s). They have informed us that they find the Proposal(s) acceptable and that, subject to client and other approvals, they intend to vote in favour of the relevant Proposal(s) in respect of their holdings of Bonds.

Work Fees

Subject to the conditions set out in the Solicitation Memorandum, including the approval of the relevant Substitution Proposal in respect of every Class of TWUCF Bonds, the approval of the STID Proposal and the announcement by the Security Trustee of such approval, the relevant Issuer will pay to a holder of the Bonds who has delivered a valid Electronic Voting Instruction in respect of the relevant Extraordinary Resolution(s) relating to (in respect of the TWUCF Bonds only) the relevant Substitution Proposal and (in respect of the Class A Bonds only) the STID Proposal which has been received by the relevant Tabulation Agent at or prior to the Fee Instruction Deadline, which has not been validly withdrawn following the Fee Instruction Deadline and/or at or prior to the Expiration Time and which remains in full force and effect until the conclusion of the relevant Meeting, the Work Fee equal to 2.5 bps of the Principal Amount Outstanding of such Bonds the subject of the relevant Electronic Voting Instruction. The Work Fee shall be paid on the relevant Payment Date via the relevant Clearing System for onward payment to the cash account of an eligible holder of the Bonds in such Clearing System. The payment of any such amounts to the relevant Clearing System will discharge the obligations of the relevant Issuer(s) in respect of the Work Fee to all such relevant Bondholder(s).

Holders of Bonds will not be eligible to receive the Work Fee if they do not submit a valid Electronic Voting Instruction which has been received by the Tabulation Agent or the Canadian Tabulation Agent at or prior to the Fee Instruction Deadline, if they attend the relevant Meeting and vote in person, or if they revoke their instructions after the Fee Instruction Deadline and/or on or prior to the Expiration Time or unblock their Bonds prior to the Payment Date.

It is a condition to the relevant Issuer's obligation to pay or procure the payment of the Work Fee to relevant holders of Bonds that (A) (i) the STID Proposal has been approved and (ii) the Security Trustee has announced such approval and (B) in respect of the TWUCF Bonds only, the Extraordinary Resolutions in respect of the relevant Substitution Proposal have been approved. Such condition is waivable at the discretion of the relevant Issuer.

Expected Timetable

Event

 

Date

 

 

 

 

Announcement of Proposals, delivery of the STID Proposal and Notices of Meetings given to Bondholders through the Clearing Systems.

 

 

 

4 June 2018

 

 

Solicitation Memorandum, draft Amendment Agreements, and draft Deeds of Variation to be made available at the specified office of the Tabulation Agent and the Canadian Tabulation Agent (copies of which are obtainable by Bondholders upon request, free of charge).

 

 

 

 

 

Fee Instruction Deadline: Latest time and date for receipt of Electronic Voting Instructions by the Tabulation Agent and the Canadian Tabulation Agent through the Clearing Systems for holders to be eligible for payment of the Work Fee.

 

 

4.00 p.m. (London time) on 18 June 2018

 

 

 

Expiration Time: Latest time and date for (i) receipt of valid Electronic Voting Instructions by the Tabulation Agent and the Canadian Tabulation Agent through the Clearing Systems (such Electronic Voting Instructions are irrevocable from this date), (ii) obtaining a voting certificate from the Principal Paying Agent and for the issuance or revocation of a voting instruction given other than by way of an Electronic Voting Instruction and (iii) making other arrangements to be represented or to attend and vote at the Meeting(s) or an adjourned Meeting.

 

 

4.00 p.m. (London time) on 21 June 2018

 

 

Time and date of the Meetings.

 

Commencing at 11.00 a.m. (London time) on 26 June 2018 as set out in the relevant Notice of Meeting

 

 

Notice of results of the Meetings (including which Series of Bonds have sanctioned the relevant Substitution Proposal(s) (in relation to TWUCF Bonds only) and the STID Proposal, where applicable) to be given to Bondholders through the Clearing Systems.

 

 

Promptly following conclusion of the Meetings on 26 June 2018

 

 

STID Voting Deadline.

 

 

13 July 2018

 

 

 

Announcement of results at STID level.

 

 

14 July 2018 or earlier, subject to the STID Proposal, should the Security Trustee have received votes in favour of the Proposals from DIG Representatives representing more than 50 per cent. of the total Outstanding Principal Amount of Qualifying Class A Debt

 

 

 

If the STID Proposal is approved and the Security Trustee has announced such approval

 

 

 

 

Payment of the Work Fee to those holders who are eligible for payment in accordance with the conditions set out in the Solicitation Memorandum.

 

On the Payment Date which is expected to be on or about the fifth Business Day following the announcement of the results at STID level, if the STID Proposal and the relevant Extraordinary Resolution(s) in respect of the relevant Substitution Proposal are approved.

 

 

If the Amendment Conditions are satisfied

 

 

 

 

 

Execution of the Amendment Agreements and the Deeds of Variation and implementation of the transactions set out in the STID Proposal.

 

On the Amendment Date - currently expected to occur within six months of the STID Voting Date (but, in any event, to be implemented at a time which is at Thames Water's sole and absolute discretion).

 

 

All of the above dates are subject to earlier deadlines that may be set by the Clearing Systems or any intermediary.

 

General

Subject to applicable law and as provided herein, the relevant Issuer may, in its sole discretion, amend the terms of (save for the terms of the Extraordinary Resolutions or the Expiration Time), terminate or withdraw the Consent Solicitation at any time up to the Solicitation Amendment Deadline.

Bondholders or Beneficial Owners are advised to check with the bank, securities broker, trust company, custodian, Clearing System or other intermediary through which they hold their Bonds whether such intermediary will apply different deadlines for participation to those set out in the Solicitation Memorandum and, if so, should adhere to such deadlines if such deadlines are prior to the deadlines set out in the Solicitation Memorandum.

In relation to the delivery or revocation of Electronic Voting Instructions, in each case, through the Clearing Systems, Bondholders holding Bonds in CDS, Euroclear or Clearstream, Luxembourg should note the particular practice of the relevant Clearing System, including any earlier deadlines set by such Clearing System.

Only direct accountholders in CDS, Euroclear or Clearstream, Luxembourg may deliver Electronic Voting Instructions. Bondholders who are not direct accountholders in CDS, Euroclear or Clearstream, Luxembourg should arrange for the accountholder through which they hold their Bonds to deliver an Electronic Voting Instruction on their behalf to the relevant Clearing System as more particularly described in the Solicitation Memorandum. The deadlines specified by the relevant Clearing System may be earlier than the Fee Instruction Deadline and/or the Expiration Time.

Bondholders are advised to read carefully the Solicitation Memorandum for full details of and information on the procedures for participating in the Consent Solicitation.

A complete description of the terms and conditions of the Consent Solicitation will be set out in the Solicitation Memorandum.

For Further Information:

Further details on the Consent Solicitation and copies of the Solicitation Memorandum can be obtained from:

The Solicitation Agents

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

Telephone:       +44 (0) 20 3134 8515

Email:             [email protected]

Attention:         Liability Management Group

 

Lloyds Bank Corporate Markets plc

10 Gresham Street

London EC2V 7AE

United Kingdom

Telephone:       +44 (0)20 7158 1721/1726

Email:             [email protected]

Attention:         Liability Management Team, Commercial Banking

 

The Tabulation Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Telephone:       02075475000

Email:             [email protected]

Attention:         Trust and Agency Services

The Canadian Tabulation Agent

TSX Trust Company

100 Adelaide Street W., Suite 301

Toronto, Ontario

M5H 4H1

Canada

Tel: 1-866-600-5869

E-mail: [email protected]

Attention: Corporate Actions Department

 

Disclaimer

This announcement must be read in conjunction with the Solicitation Memorandum. The Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Bondholder is in doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation. This announcement is issued by Thames Water Utilities Limited. None of the Solicitation Agents, the Security Trustee or the Bond Trustee accepts any responsibility for the contents of this announcement.

This announcement is released by Thames Water Utilities Limited and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Proposals described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Hughes (Company Secretary) at Thames Water Utilities Limited.

Legal Entity Identifier Numbers:

Thames Water Utilities Finance Limited - 213800SKZTSE2L1BII69

Thames Water Utilities Cayman Finance Limited - 213800ESMPQ4RQ7G835

 



[1]    As of the date of this Announcement, £37,040,844.20 is currently outstanding. 

[2]    As of the date of this Announcement, £37,040,844.20 is currently outstanding. 

[3]    See for example "Gove warns water companies over use of offshore tax structures - UK environment secretary threatens legislation if companies do not behave responsibly": https://www.ft.com/content/28f18778-f91c-11e7-a492-2c9be7f3120a or "A water industry that works for everyone", a speech delivered by The Rt Hon Michael Gove MP on 1 March at the Water UK City Conference: https://www.gov.uk/government/speeches/a-water-industry-that-works-for-everyone 

[4]    Please see the article entitled "PN 17/17: Ofwat boss talks of the 'decade of falling bills'" (https://www.ofwat.gov.uk/pn-1717-ofwat-boss-talks-decade-falling-bills/) where the Chairman of Ofwat, Jonson Cox is quoted as saying  "Customers often trust their local water company, but when firms construct highly complex, offshore capital structures, they do so at a cost to customer trust."


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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