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

Sumitomo Mitsui FinancialAnnouncement

20/11/2025 10:30

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RNS Number : 3617I  SW (Finance) I PLC  20 November 2025

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.

20 November 2025

On 12 November 2025, SW (Finance) I PLC (the "Issuer") launched an invitation
to all holders of its Sub-Class A4 £350,000,000 6.640% Unwrapped Bonds due
March 2026 (ISIN: XS0172992637) guaranteed by Southern Water Services Limited,
SWS Holdings Limited and SWS Group Holdings 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 12 November
2025 (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 19 November
2025.

In addition, on 19 November 2025, settlement occurred on the Issuer's new
sterling denominated Fixed Rate Class A Guaranteed Bonds, which were issued
under its Multicurrency Programme for the Issuance of Guaranteed Bonds.

As a result, the New Financing Condition has been satisfied, and the Issuer
has agreed to accept for purchase all validly tendered Notes at the Purchase
Price, as follows:

 Description of the Notes                                           ISIN/                       Aggregate principal amount of Notes accepted for purchase  Purchase Price

Common Code
 Sub-Class A4 £350,000,000 6.64% Unwrapped Bonds due March 2026       XS0172992637/ 017299263   £226,039,000                                               100.50 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 21 November 2025.   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

 (in relation to the Offer to Noteholders that are not Institutional
 Noteholders)
 Southern House

 Yeoman Road

 Worthing

 West Sussex BN13 3NX

 United Kingdom

 Email: James.Gillard@southernwater.co.uk
 DEALER MANAGERS

 (in relation to the Offer to Institutional Noteholders)
 Barclays Bank PLC                                       Coöperatieve Rabobank U.A.
 1 Churchill Place                                       Croeselaan 18

 Canary Wharf                                            3521 CB Utrecht

 London E14 5HP                                          The Netherlands

 United Kingdom

 Telephone: +44 20 3134 8515                             Telephone: +31 30 216 9022

Email: Corporate.liabilitymanagement@rabobank.com
 Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com)   (mailto:Corporate.liabilitymanagement@rabobank.com)

Attention: Capital Markets/Corporate DCM
 Attention: Liability Management Group

 SMBC Bank International plc

 100 Liverpool Street

 London EC2M 2AT

 United Kingdom

 Telephone: +44 20 4507 5020

 Email: gblocapitalsolutions@gb.smbcgroup
 (mailto:gblocapitalsolutions@gb.smbcgroup.com) .com
 (mailto:gblocapitalsolutions@gb.smbcgroup.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

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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