REG - SW (Finance) I PLC - Tender Offer Results Announcement

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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/                     Aggregate principal amount of Notes accepted for purchase  Purchase Price

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

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
 Southern House

 Yeoman Road

 Worthing

 West Sussex BN13 3NX

 United Kingdom
 Email: James.Gillard@southernwater.co.uk
 (mailto:James.Gillard@southernwater.co.uk)
 DEALER MANAGERS
 Lloyds Bank Corporate Markets plc                                         Morgan Stanley & Co. International plc
 33 Old Broad Street                                                       22 Cabot Square

London EC2N 1HZ
Canary Wharf

United Kingdom
London E14 4QA

Telephone: +44 20 7158 1726 / +44 20 7158 1728
Telephone: +44 (0) 207677 5040

Email: lbcmliabilitymanagement@lloydsbanking.com
Email: liabilitymanagementeurope@morganstanley.com
 (mailto:lbcmliabilitymanagement@lloydsbanking.com) Attention: Liability   (mailto:liabilitymanagementeurope@morganstanley.com) Attention: Liability
 Management                                                                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
 (mailto:NWMliabilitymanagement@natwestmarkets.com)

Attention: Liability Management
 TENDER AGENT
 Kroll Issuer Services Limited
 The News Building

3 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 207 704 0880
 Attention: Scott Boswell

Email: sw@is.kroll.com (mailto:sw@is.kroll.com)

Website: https://deals.is.kroll.com/sw (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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