Eighth Consent Requests and STID Proposal relating to Super Senior Issuer Funding

Background

Thames Water Utilities Limited ("TWUL") has so far drawn £1.426bn of the initial £1.5bn available under the super senior facility (the "Facility") entered into with its subsidiary, Thames Water Super Senior Issuer PLC (the "Super Senior Issuer").

On the 12 Feb TWUL launched a process to allocate £823m of the £1.5bn “Accordion” facility (the "Accordion").

TWUL and the Super Senior Issuer have now secured commitments of £823m (being the first £750m tranche of the Accordion plus a shortfall amount of c. £73m [1]) (the “New Commitments”), bringing the total amount which is available and undeferred under the Facility to £2.25bn [2].

As previously announced, funding of the New Commitments remains subject to the satisfaction and/or waiver of relevant conditions precedent (the "Accordion Conditions"), some of which, as at today, have not yet been satisfied and/or waived in full and remain out of the Super Senior Issuer’s control, including having a Supported LUA in respect of RP2.

TWUL continues to work closely with stakeholders to secure a market-led solution.

Eighth Consent Requests and STID Proposal

TWUL and the Super Senior Issuer have today launched parallel consent and waiver requests to enable the drawdown of funds (the "Eighth Consent Requests and STID Proposal") and provide more flexibility in respect of future Accordion funding requests which are tailored to the Company's operational needs. These include:

• to waive the Accordion Conditions (including, in respect of the CMA Reference Decision Condition, by approving the STID Proposal) and thereby permit the Super Senior Issuer to draw £410m of the New Commitments;
• to extend the June Release Condition under the Facility to 31 March 2026 and permit the drawdown of £205m in March 2026 to TWUL;
• to make amendments to the super senior funding documentation as set out in more detail in the Eighth Consent Requests and STID Proposal:
  • for so long as the Accordion Conditions remain unsatisfied, to provide that Accordion Amount is utilised by the Company and the Super Senior Issuer in incremental tranches, with such amounts to be sized to the liquidity needs of TWUL under the Facility; and
  • to introduce an exchange mechanism allowing creditors to switch between Super Senior Issuer Loans and Super Senior Issuer Bonds on a cashless, one-time basis following the initial Accordion allocation process.

The Eighth Consent Requests and STID Proposal have a voting date of 16 March 2026 and follow seven previous sets of consent requests which were approved by creditors. Voting may close earlier if the requisite majority of creditors vote in favour of the Eighth Consent Requests and STID Proposal before the voting date.

Access to Documents

The Eighth Consent Requests and STID Proposal 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 ADVICE3 SHOULD THEY HAVE ANY QUERIES IN RELATION TO THEIR CONTENTS.

1. The shortfall amount is equal to the undrawn amount under the first tranche of £1.5bn, which arose as a result of commitments being deferred pursuant to the terms of the Second Consent Request: https://www.londonstockexchange.com/news-article/AW14/second-super-senior-funding-waiver-consent-request/17009385
2. In addition to this amount c. £73m of commitments were deferred pursuant to the terms of the Second Consent Request: https://www.londonstockexchange.com/news-article/AW14/second-super-senior-funding-waiver-consent-request/17009385