TIDM38DO

RNS Number : 3101Q

Thames Water Utilities Cayman Fin.

28 November 2016

ANNOUNCEMENT BY THAMES WATER UTILITIES CAYMAN FINANCE LIMITED

FURTHER INFORMATION IN CONNECTION WITH CONSENT SOLICITATION

28 November 2016

Overview

On 16 November 2016, Thames Water Utilities Cayman Finance Limited (the "Issuer") announced a consent solicitation (the "Consent Solicitation") in respect of the GBP400,000,000 7.241 per cent. Guaranteed Class A Unwrapped Puttable Callable Reset Bonds due 2058 (XS0356007012) issued by the Issuer and unconditionally and irrevocably guaranteed by Thames Water Utilities Limited, Thames Water Utilities Holdings Limited, Thames Water Utilities Finance Limited and Thames Water Utilities Cayman Finance Holdings Limited, issued under the Issuer's GBP10,000,000,000 Multicurrency programme for the issuance of Guaranteed Wrapped Bonds unconditionally and irrevocably guaranteed as to scheduled payments of principal and interest pursuant to financial guarantees issued by a Relevant Financial Guarantor and Guaranteed Unwrapped Bonds financing Thames Water Utilities Limited (the "Bonds").

Capitalised terms used in this announcement and not defined herein shall have the meanings ascribed to them in the Solicitation Memorandum dated 16 November 2016 (the "Solicitation Memorandum").

Interim results of Consent Solicitation

As of 9:00am on 28 November 2016, Electronic Voting Instructions have been received from 85.20 per cent. of Bondholders (by Principal Amount Outstanding of the Bonds), of which 93.78 per cent. of Bondholders (by Principal Amount Outstanding of the Bonds voted) have voted in favour of the Proposals.

Further information relating to calculation of Investor Call Option Purchase Price

The Investor Call Option Purchase Price is determined by reference to a pricing formula set out in the Solicitation Memorandum (the "Pricing Formula").

Morgan Stanley & Co. International plc, as the Investor Call Option Holder, has notified the Issuer that the Pricing Formula should read such that the definition of Y (currently expressed as Y = (1 + X / 2)(2) ) is as follows:

Y = (1 + X / 2)(2) - 1

Accordingly, the Investor Call Option Holder has notified the Issuer that any payment by it of the Investor Call Option Purchase Price will be in an amount equal to the higher of:

   (a)        the amount calculated in accordance with the Pricing Formula; and

(b) an amount calculated in accordance with the Pricing Formula as if Y = (1 + X / 2)(2) - 1.

Extension of Early Instruction Deadline

In order that, following consideration of the further information set out above, Bondholders who have not already participated in the Consent Solicitation have an additional opportunity to submit Electronic Voting Instructions in respect of the Proposals by the Early Instruction Deadline, the Issuer has extended the Early Instruction Deadline by 48 hours to 4.00 p.m. (London time) on 30 November 2016.

No other changes to Consent Solicitation

Save to the extent set out in this announcement, all other terms of the Consent Solicitation remain as 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 Agent

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London E14 4QA

United Kingdom

   Tel:                  +44 207 677 5040 
   Email:             liabilitymanagementeurope@morganstanley.com 
   Attention:         Liability Management

The Tabulation Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

   Telephone:       +44 20 7704 0880 
   Email:             thameswater@lucid-is.com 
   Attention:         Thomas Choquet

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 information is provided by RNS

The company news service from the London Stock Exchange

END

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November 28, 2016 06:22 ET (11:22 GMT)

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