Tender Offer Results Announcement

Lloyds Banking

13/05/2026 08:07

RNS Number : 1451E

SW (Finance) I PLC

13 May 2026

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED (AND INCLUDING AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED) ("MAR").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT 1933, AS AMENDED) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

13 May 2026

On 5 May 2026, SW (Finance) I PLC (the "Issuer") launched an invitation to all holders of its £300,000,000 Sub-Class A14 1.625 per cent. Fixed Rate Sustainable Bonds due 30 March 2027 (ISIN: XS2325617939) guaranteed by Southern Water Services Limited, SWS Holdings Limited, SWS Group Holdings Limited and SW (Finance) II Limited (the "Notes") to tender any and all such Notes for purchase by the Issuer for cash (the "Offer"). The Offer was subject to the New Financing Condition and was otherwise made on the terms and conditions set out in the tender offer memorandum dated 5 May 2026 (the "Tender Offer Memorandum"). The Offer was subject to the offer and distribution restrictions described in the Tender Offer Memorandum.  Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

Results

The Expiration Deadline for the Offer was 16:00 (London time) on 12 May 2026.

In addition, on 14 May 2026, settlement is expected to occur on the issue of £300,000,000 Sub-Class A23 6.875 per cent. Fixed Rate Class A Guaranteed Bonds due 14 November 2034 (the "New Notes"), which are expected to be issued under its Multicurrency Programme for the Issuance of Guaranteed Bonds. 

As a result, once settlement of the New Notes has occurred, the New Financing Condition is expected to be satisfied, and on a non-binding basis the Issuer expects to accept for purchase all validly tendered Notes at the Purchase Price, together with the Accrued Interest Payment, as follows:

Description of the Notes
ISIN/
 Common Code
Aggregate principal amount of Notes accepted for purchase
Purchase Price
£300,000,000 Sub-Class A14 1.625 per cent. Fixed Rate Sustainable Bonds due 30 March 2027
XS2325617939 / 232561793
£180,950,000
97.00 per cent. of the principal amount of the Notes

The Settlement Date for the Notes validly tendered and accepted for purchase is expected to be 14 May 2026. Following the Settlement Date, all Notes accepted for purchase pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Any Notes that were not tendered pursuant to the Offer will remain outstanding. The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum.

 

 

Full details concerning the Offer are set out in the Tender Offer Memorandum.

 

 

ISSUER
SouthernHouse
Yeoman Road
Worthing
West Sussex BN13 3NX
United KingdomEmail:James.Gillard@southernwater.co.uk
DEALER MANAGERS
Lloyds Bank Corporate Markets plc33 Old Broad Street
 London EC2N 1HZ
 United Kingdom
 Telephone: +44 20 7158 1726 / +44 20 7158 1728
 Email:lbcmliabilitymanagement@lloydsbanking.comAttention: Liability Management
Morgan Stanley & Co. International plc22 Cabot Square
 Canary Wharf
 London E14 4QA
 Telephone: +44 (0) 207677 5040
 Email:liabilitymanagementeurope@morganstanley.comAttention: Liability Management Team, Global Capital Markets
NatWest Markets Plc
250 Bishopsgate
 London EC2M 4AA
 United Kingdom
 Telephone: +44 (0) 207 678 5222
 Email:NWMliabilitymanagement@natwestmarkets.com
 Attention: Liability Management

 TENDER AGENT
Kroll Issuer Services LimitedThe News Building
 3 London Bridge Street
 London SE1 9SG
 United Kingdom

 Telephone: +44 207 704 0880Attention: Scott Boswell
 Email:sw@is.kroll.com
 Website:https://deals.is.kroll.com/sw

This announcement is released by the Issuer and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Richard Manning (Company Secretary) at Southern Water Services Limited.

None of the Dealer Managers or the Tender Agent (or their respective directors, officers, employees, agents, advisers or affiliates) makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offer, and none of the Issuer, the Obligors, the Dealer Managers or the Tender Agent (or their respective directors, officers, employees, agents, advisers or affiliates) makes any recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offer (including as to whether Noteholders should tender Notes in the Offer and no one has been authorised by any of them to make such recommendation). The Tender Agent is the agent of the Issuer and owes no duty to any Noteholder.

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