AW14 Thames Wat.u 33

Thames Water Utilities Limited
18 November 2024

THAMES WATER UTILITIES LIMITED ANNOUNCES RESULTS OF STID PROPOSALS

Thames Water Utilities Limited ("TWUL") announces today that its STID Proposals dated 25 October 2024 (the "STID Proposals") regarding certain Waivers described therein have been approved.

The Waivers release c.£0.4bn of cash which would otherwise have been reserved and are intended to provide TWUL with a cash runway to February 2025, enabling TWUL to continue with the planned investment and maintenance of its infrastructure and meet customers' needs and its environmental responsibilities.

This is the first stage in a wider liquidity transaction announced on 25 October 2024 which is expected to be implemented by an English law restructuring plan under Part 26A of the Companies Act 2006 (the "Restructuring Plan") to be proposed by TWUL's parent, Thames Water Utilities Holdings Limited ("TWUHL"). The current expected timetable for the implementation of the Restructuring Plan is:

·    Convening Hearing: 17 December 2024

·    Creditor Meeting: week commencing 13 January 2025

·    Sanctions Hearing: 20 January 2025

·    Effective Date: 31 January 2025

Approval of all STID Proposals

Following meetings of the Bondholders of each series and sub-class, as applicable, of bonds of Thames Water Utilities Finance plc listed in the table below, and the votes submitted by the Class A DIG Representatives, TWUL announces that the Security Trustee has received the required votes in favour of the Interim RP Launch Waiver, the Reserve Account Restricted Cash Release Waiver, the Compensation Account Restricted Cash Release Waiver and the September Interim Accounts Waiver under the STID Proposals in accordance with the STID Directions Request (the "Approved STID Proposals") and accordingly, the Waivers under the Approved STID Proposals have been approved.

Each Approved STID Proposal shall apply from the date on which the Security Trustee executes the Waiver Letter, but the continued application of each approved Waiver is subject to the conditions specified below:

1.   the Interim RP PSL being issued on or before 27 November 2024; and

2.   the "Effective Date Conditions" to the Transaction Support Agreement have been satisfied on or before 27 November 2024, and the Transaction Support Agreement has not been terminated pursuant to clauses 15.1 (Automatic termination) (other than for the Transaction Effective Date as defined in the Transaction Support Agreement), 15.2 (Termination by agreement) (other than where the Transaction Support Agreement has been terminated and replaced by a transaction support agreement that has been entered into by the Approving Parties as defined in the Transaction Support Agreement), 15.3 (Termination by the Majority Class A Consenting Creditors) or 15.4 (Termination by the Company Parties) of the Transaction Support Agreement,

each a "Waiver Condition".

TWUL confirms that Waiver Condition (2) has already been satisfied. TWUL further confirms that it will notify the Security Trustee after Waiver Condition (1) has been satisfied.

The quorum and votes cast at the meetings of the Bondholders of each series and sub-class, as applicable, of bonds of Thames Water Utilities Finance plc are set out in the table below.

Capitalised terms used in this announcement and not defined herein shall have the meanings ascribed to them in the Solicitation Memorandum dated 25 October 2024 (the "Solicitation Memorandum").

For further information, please contact:

The Tabulation Agent

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG

Email: thameswater@is.kroll.com  
Website: https://deals.is.kroll.com/thameswater  

The Canadian Tabulation Agent

TSX Trust Company
301-100 Adelaide St W,
Toronto ON
M5H4H1
Attention: Emma McKenzie
Email: tmx_thamesinfo@tmx.com

Tel: 1 (866) 864-7961

The Canadian Information Agent

TMX Investor Solutions Inc.

301-100 Adelaide St W,
Toronto ON
M5H4H1

Attention: Renata Dzuba
Email: tmx_thamesinfo@tmx.com

Investor enquiries

Frederick Maroudas - Director of Corporate Finance
debt.investorrelations@thameswater.co.uk

Media enquiries

Suvra Jans - Head of Media Relations
suvra.jans@thameswater.co.uk
M: 07747 640 810

This notice is given by:

THAMES WATER UTILITIES LIMITED

18 November 2024

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 as it forms part of the domestic law of the United Kingdom by virtue of The European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the Proposals described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of the domestic law of the United Kingdom by virtue of The European Union (Withdrawal) Act 2018, this announcement is made by Andy Frasier (Company Secretary) at Thames Water Utilities Limited.

Legal Entity Identifier numbers:

Thames Water Utilities Finance plc - 213800ESMPQ4RQ7G8351

Thames Water Utilities Limited - 213800JKM5UQHFJOTZ25