Fifth Consent Requests relating to Super Senior Issuer Funding
Background
Thames Water Utilities Limited ("TWUL") has so far drawn £872m of the initial £1.5bn available under the super senior liquidity facility (the "Facility") entered into with its subsidiary, Thames Water Super Senior Issuer PLC (the "Super Senior Issuer").
The Facility includes conditions precedent to drawdowns, including the so-called June Release Condition, which (as amended on 15 July 2025) requires TWUL to have entered into a supported lock-up agreement by 31 July 2025 in respect of a second restructuring plan ("RP2").
Fifth Consent Requests
TWUL and the Super Senior Issuer have today launched a fifth set of consent requests (the "Fifth Consent Requests") seeking the consent of the super senior creditors:
- to extend the June Release Condition to 28 November 2025; and
- to make further amendments to the Facility, which (among other things) amend the dates and amounts of scheduled drawdowns under the Facility by TWUL to reflect previous consent requests and TWUL’s anticipated liquidity needs.
The consents, if granted, will allow TWUL to draw a further £321m which will be drawn in November 2025. The Fifth Consent Requests have a voting date of 24 November 2025 and follow four previous sets of consent requests which were approved by creditors in April, May, July and September 2025. Voting may close earlier if the requisite majority of super senior creditors vote in favour of the Fifth Consent Requests before the voting date.
Whilst the June Release Condition remains unsatisfied, any further drawdowns of the remaining balance [1] of the £1.5bn Facility by TWUL will be subject to further consents and conditions having first been obtained or satisfied. Subject to the satisfaction or further extension of the June Release Condition, TWUL expects to make further drawdowns of the £1.5bn Facility in the first quarter of 2026.
It is not intended that TWUL will access the further £1.5bn accordion under the super senior liquidity facility (the “Accordion Facility”) until, amongst other things, the initial £1.5bn Facility has been drawn in full. The Accordion Facility is expected, if and when it becomes available to TWUL, to provide liquidity until at least the third quarter of 2026, provided that all conditions precedent to the commitment of the Accordion Facility and further drawings under it are either satisfied or waived. In particular, these conditions precedent require TWUL to have entered into a supported lock-up agreement in respect of RP2.
TWUL continues to work closely with stakeholders to secure a market led solution.
Access to Documents
The Fifth 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-EXTENSIONUPDATE) AND SEEK THEIR OWN LEGAL AND FINANCIAL ADVICE [2] SHOULD THEY HAVE ANY QUERIES IN RELATION TO THEIR CONTENTS.
[1] Approximately £233.51 million under Facility, being the remaining gross undrawn amounts under the first tranche of £1.5 billion less c. £73 million of commitments allocated to creditors who elected not to fund the Super Senior Issuer during the appeal period and whose commitments have been deferred.
[2] Creditors can contact TWUL to receive details of existing creditor groups and their advisors.