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STID Proposals and Sixth Consent Requests

STID Proposals and Sixth Consent Requests relating to Super Senior Issuer Funding

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Thames Water Utilities Limited (“TWUL” or the “Company”) and Thames Water Super Senior Issuer PLC (the "Super Senior Issuer") have today launched parallel consent and waiver requests with voting deadlines of 18 December 2025, seeking certain waivers and consents from its secured creditors and super senior creditors via a set of STID Proposals (the “STID Proposals”) and a sixth set of consent requests (the “Sixth Consent Requests”). These waivers and consents will:

  • permit certain steps which Thames Water expects that it will take to implement any market-led solution to the recapitalisation of the Company (the “Recapitalisation Transaction”); and
  • remove the requirement to reserve cash early for debt service under its financing arrangements.

Capitalised terms used in this announcement and not defined herein shall have the meanings ascribed to them in the STID Proposals.

Background

Discussions with all stakeholders in relation to a potential Recapitalisation Transaction are continuing and it remains Thames Water’s objective to seek to achieve consensus between all stakeholders in relation to a potential Recapitalisation Transaction. TWUL remains focused on delivering a Recapitalisation Transaction which delivers for its customers and the environment as soon as practicable.

Restructuring Plan Launch Waiver

To facilitate the implementation of a Recapitalisation Transaction, Thames Water anticipates that a restructuring plan under Part 26A (or, if applicable, a scheme under Part 26) of the Companies Act 2006 will be required (“RP2”).

As part of the Recapitalisation Transaction, Thames Water anticipates that it will be required to take certain actions which are more fully set out in the STID Proposals (the "Proposed Steps"), including proposing RP2. The Proposed Steps are permitted under the Finance Documents, provided that a lock-up agreement with the requisite support (a “Supported LUA”) is in place. TWUL considers that it may be beneficial to commence certain steps prior to a Supported LUA being in place in order to facilitate timely initiation of RP2.

TWUL is therefore requesting a waiver to permit the Proposed Steps to take place, provided that the Company enters into a Supported LUA in respect of the Recapitalisation Transaction on or prior to the date that any RP2 practice statement letter is issued.

TWUL believes that this waiver would support the steps to enable the timely initiation of RP2, which itself is intended to deliver the Recapitalisation Transaction.

Debt Service Reserve Waiver

Under TWUL’s financing arrangements, it is currently required to reserve cash for debt service in advance of the due date for such payments. TWUL is requesting to waive its obligations to reserve this cash monthly in advance and to reduce the number of Business Days for which cash must be reserved in advance of each payment of scheduled debt service.

TWUL believes that this waiver would be beneficial, as it increases TWUL’s liquidity by releasing additional available cash.

 

For the avoidance of doubt, approval of the consents and waivers proposed in the STID Proposals and the Sixth Consent Requests shall in no way constitute an approval of the terms and conditions of the Recapitalisation Transaction or RP2 which will be sought separately through a High Court Process in accordance with their terms at the relevant time.

Voting may close earlier if the requisite majority of creditors vote in favour before the voting date.

 

Access to Documents

The STID Proposals and the Sixth Consent Requests are available through TWUL's investor relations website at https://www.thameswater.co.uk/about-us/investors/liquidity-extension-update.

STAKEHOLDERS ARE ENCOURAGED TO REVIEW THE CONSENT REQUESTS IN DETAIL THEMSELVES (COPIES OF WHICH ARE AVAILABLE AT HTTPS://WWW.THAMESWATER.CO.UK/ABOUT-US/INVESTORS/LIQUIDITY-EXTENSION-UPDATE) AND SEEK THEIR OWN LEGAL AND FINANCIAL ADVICE[1] SHOULD THEY HAVE ANY QUERIES IN RELATION TO THEIR CONTENTS.