Tender Offer Results Announcement

Sumitomo Mitsui Financial,

20/11/2025 09:27

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/
 Common Code
Aggregate principal amount of Notes accepted for purchase
Purchase Price
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)
SouthernHouse
Yeoman Road
Worthing
West Sussex BN13 3NX
United KingdomEmail: James.Gillard@southernwater.co.uk
DEALER MANAGERS
(in relation to the Offer to Institutional Noteholders)
Barclays Bank PLC1 Churchill Place
Canary Wharf
London E14 5HP
United Kingdom
Telephone: +44 20 3134 8515
Email:eu.lm@barclays.com
Attention: Liability Management Group
Coöperatieve Rabobank U.A.Croeselaan 18
3521 CB Utrecht
The Netherlands
Telephone: +31 30 216 9022
 Email:Corporate.liabilitymanagement@rabobank.com
 Attention: Capital Markets/Corporate DCM
SMBC Bank International plc
100 LiverpoolStreet
LondonEC2M 2AT
United Kingdom
Telephone: +4420 4507 5020
Email:gblocapitalsolutions@gb.smbcgroup.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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