REG - SW (Finance) I PLC - SCHEME MEETINGS AND EXPLANATORY STATEMENT

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RNS Number : 0443Y  SW (Finance) I PLC  04 September 2025

ANNOUNCEMENT OF THE SCHEME MEETINGS AND EXPLANATORY STATEMENT

 

SW (FINANCE) I PLC

Released 4 September 2025

SW (Finance) I PLC

4 September 2025

SWS Holdings Limited (the "Scheme Company") previously announced that a
convening hearing in relation to a proposed scheme of arrangement under Part
26 of the Companies Act 2006 (the "Scheme") between the Scheme Company and
each creditor under the Scheme (the "Scheme Creditors") would take place on 2
September 2025 at 10:30 a.m. (the "Convening Hearing").

The Convening Hearing was for an order granting the Scheme Company certain
directions in relation to the Scheme, including permission to convene a number
of meetings of the Scheme Creditors for the purposes of considering, and, if
thought fit, approving the Scheme (the "Scheme Meetings").

Scheme Meetings

On 3 September 2025, the High Court of Justice of England and Wales has
directed that four Scheme Meetings of the Scheme Company and each class of
Scheme Creditors shall be convened on 30 September 2025 for the purpose of
considering and, if thought fit, approving the Scheme.

The Scheme Meetings will be held by way of video conference using Zoom (or
another similar platform) on 30 September 2025.

Explanatory Statement

Following the Convening Hearing, the Scheme Company has made available to the
Scheme Creditors an explanatory statement in connection with the Scheme (the
"Explanatory Statement") via the Scheme Website at
https://deals.is.kroll.com/southernwater. The Explanatory Statement outlines
the Scheme, its proposed effects and next steps for Scheme Creditors,
including in relation to voting at the Scheme meetings and other key steps
required to implement the Scheme.

The Scheme Company has instructed Joshua Dwyer and Noah Ojetola of Interpath
to prepare independent expert reports that set out (i) the counterfactual
scenario if the Scheme is not implemented (the "Comparator Report") and the
(ii) business enterprise valuation of SWS Group Holdings Limited, the Scheme
Company, Southern Water Services Limited, SW (Finance) I plc and SW (Finance)
II Limited on an indicative basis, based on the assumption that the Scheme is
not implemented (the "Valuation Report"). The Comparator Report and Valuation
Report have been made available via the Scheme Website at
https://deals.is.kroll.com/southernwater
(https://deals.is.kroll.com/southernwater) and are appended to the Explanatory
Statement.

Scheme Creditors should contact the Information Agent at
southernwater@is.kroll.com with any questions on accessing the Explanatory
Statement.

SCHEME CREDITORS ARE ENCOURAGED TO REVIEW THE EXPLANATORY STATEMENT, VALUATION
REPORT AND COMPARATOR REPORT (COPIES OF WHICH ARE AVAILABLE AT
HTTPS://DEALS.IS.KROLL.COM/SOUTHERNWATER) AND SEEK THEIR OWN LEGAL AND
FINANCIAL ADVICE SHOULD THEY HAVE ANY QUERIES IN RELATION TO THEIR CONTENTS.

 

Background

The Scheme Company announced that it had secured an offer of equity support
from a consortium led by funds managed by Macquarie Asset Management to
support its AMP8 investment programme, comprising a legally binding equity
commitment of £655 million (the "Initial AMP8 Equity Commitment") provided on
the terms of an equity commitment letter ("ECL") and confirmation of intent to
provide further equity commitments of up to a further £545 million - and with
a minimum of £245 million - by December 2025. On 8 July 2025, the Scheme
Company announced that it has entered into a lock-up agreement (the "LUA").

As at 4 September 2025, the LUA has been signed or acceded to by approximately
72 per cent. in aggregate by value of the Scheme Creditors.

Financing creditors that are party to or accede to the LUA by the date
specified in the LUA are entitled to a fee of £1,000 each. Scheme Creditors
should contact the Lock-Up Agent at southernwater@is.kroll.com with questions
on how to accede to the LUA.

 

For further information, please contact Stuart Ledger (Group CFO) at:

Address:          Southern House, Yeoman Road, Worthing, BN13 3NX,
United Kingdom

Tel:                  01903 272 611

Email:              stuart.ledger@southernwater.co.uk

 

DISCLAIMER - INTENDED ADDRESSEES

This announcement is a communication to the market. Nothing in this
announcement constitutes an offer of securities for sale in the United States
or any other jurisdiction. This announcement does not constitute a prospectus
or a prospectus equivalent document.

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