Third Consent Requests Super Senior Issuer Funding

Thames Water Utilities Limited

30 June 2025

Third Consent Requests relating to Super Senior Issuer Funding

Background

Thames Water Utilities Limited ("TWUL") and its subsidiary, Thames Water Super Senior Issuer PLC (the "Super Senior Issuer") have so far drawn £715m of the initial £1.5bn available under the group's super senior liquidity facility (the "Facility"). The Super Senior Issuer intends to request a further drawing of £157m in July 2025, which will be made available to TWUL in two tranches falling in July and August 2025.

The Facility includes conditions precedent to drawdowns which are presently unsatisfied because of the following:

1. On 13 June 2025, Mr Charles Maynard MP sought the permission of the Supreme Court to appeal the Court of Appeal's decision to sanction the restructuring plan (the "Appeal Condition").

2. On 28 May 2025, Ofwat issued an enforcement order under section 18 of the Water Industry Act 1991 which constitutes a Trigger Event under TWUL's finance documents.

3. TWUL will not have satisfied the so-called June Release Condition, which requires it to have entered into a supported lock-up agreement by 30 June 2025 in respect of a second restructuring plan ("RP2"). 

Third Consent Requests

TWUL and Thames Water Super Senior Issuer PLC (the "Super Senior Issuer") have today launched a third set of consent requests (the "Third Consent Requests") seeking the consent of their super senior creditors:

· to extend the June Release Condition to 31 July 2025;

· to waive the other two unsatisfied conditions precedent; and

· to make further related amendments to the super senior funding documentation, which (among other things):

o  include a requirement to repay the amounts drawn under the Facility if TWUL and the Super Senior Issuer do not obtain the consent of the majority super senior creditors prior to making any payment of the penalty notices issued by Ofwat to TWUL on 28 May 2025 (the "Penalty Notices"); and

o  streamline the voting procedures for obtaining the super senior creditors' consent to payments in respect of the Penalty Notices and to further extensions of the June Release Condition past 31 July 2025.

The consents, if granted, will allow the Super Senior Issuer to draw a further £157m from the initial £1.5bn available under the Facility, which will be on-lent to TWUL in two tranches in July 2025 and August 2025. The Third Consent Requests have a voting date of 14 July 2025 and follow two previous sets of consent requests which were approved by creditors in April and May 2025.

Whilst the June Release Condition and the Appeal Condition remain unsatisfied, any further drawdowns of the remaining balance of the £1.5bn super senior issuer funding will, subject to further consents and conditions having first been obtained or satisfied, be drawn into the Super Senior Issuer in tranches sized in line with TWUL's liquidity needs. It is not intended that the further £1.5bn accordion is accessed until, among other things, the initial £1.5bn facility has been drawn in full.

The Company continues to work closely with stakeholders to secure a market led solution. Further details can be found here: https://www.thameswater.co.uk/news/update-on-equity-raise.

Access to Documents

The Third 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.

For further information

Investor enquiries

Fred Maroudas - Director of Corporate Finance [email protected]

Media enquiries

Suvra Jans - Head of Media Relations 07747 640810

[email protected]

Alex Simmons [email protected]

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