Court Sanction of Scheme of Arrangement

United Utilities PLC Recommended proposals relating to the introduction of United Utilities Group PLC as the holding company of United Utilities PLC and for the Return of Capital of approximately £1.5 billion to Shareholders Court Sanction of Scheme of Arrangement 24 July 2008 United Utilities PLC (the "Company") announces that earlier today the Court sanctioned the scheme of arrangement to establish United Utilities Group PLC ("United Utilities Group") as the holding company of United Utilities PLC (the "Scheme"). Under the Scheme shares in the Company will be cancelled and then issued to United Utilities Group. Shareholders will receive 17 United Utilities Group Ordinary Shares for every 22 United Utilities Shares and one B Share in United Utilities Group for each United Utilities Share held at the Scheme Record Time, expected to be 6:00 p.m. on 25 July 2008. The Scheme will become effective upon an office copy of the Court Order sanctioning the Scheme being registered by the Registrar of Companies in England and Wales which is expected to be on 28 July 2008 (the "Scheme Effective Date"). A further announcement will be made when the Scheme has become effective. Dealings in United Utilities Group Ordinary Shares are expected to commence at 8:00 a.m. on 28 July 2008, at which time the listing of existing United Utilities Shares will be cancelled. On 23 July 2008, 17 ordinary shares in the Company were issued and allotted to the company secretary, in cash at the closing price on Wednesday 23 July 2008 of (being £7.18), so as to ensure that the total number of the Company's ordinary shares in issue on the Scheme Effective Date, will be divisible by 22 without remainder. An application has been made to the United Kingdom Listing Authority (the "UKLA") to list these 17 ordinary shares. The new shares rank equally with the existing issued shares of the Company. Dealings in the new shares are expected to commence on 25 July 2008. Expected Timetable of Key Events 11:00 a.m. 25 United Utilities Annual General Meeting July 2008 25 July 2008 Scheme Record Date 28 July 2008 Scheme Effective Date 8:00 a.m. 28 Delisting of United Utilities Shares, Admission of United July 2008 Utilities Group Ordinary Shares and dealings in United Utilities Group Ordinary Shares commence on the London Stock Exchange's main market for listed securities 30 July 2008 Court hearing to confirm the United Utilities Group Reduction of Capital 31 July 2008 United Utilities Group Reduction of Capital becomes effective 8 August 2008 Payment of the United Utilities Final Dividend By 19 August Despatch of cheques or crediting of CREST/mandated bank accounts 2008 in relation to B Share Dividend and Initial B Share Redemption 14 April 2009 Final B Share Redemption This timetable is based on the Board's expectations and may be subject to change. For Further Information Equiniti Limited, United Utilities' registrars 0871 384 2898/+44 121 415 0269 Tim Weller, Chief Financial Officer, United +44 (0) 1925 237000 Utilities Gaynor Kenyon, Communications Director, United +44 (0) 1925 237000 Utilities Darren Jameson, Head of Investor Relations, +44 (0) 1925 237000 United Utilities Dominic Fry/Tom Murray, Tulchan Communications +44 (0) 20 7353 4200 Notes 1. Terms used but not defined in this announcement have the meanings given to them in the scheme circular sent by the Company to its shareholders dated 6 June 2008. 2. No United Utilities Group Ordinary Shares or B Shares have been marketed to, nor are any available for purchase by, the public in the United Kingdom or elsewhere in connection with the Admission. This announcement does not constitute an offer or form part of any offer or invitation to purchase, subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue United Utilities Group Ordinary Shares, B Shares or any other securities in United Utilities or United Utilities Group. This announcement does not constitute a prospectus equivalent document. 3. Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Proposals or the distribution of this announcement. Persons into whose possession this announcement comes should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the Proposals, the distribution of this announcement and the Prospectus. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. INFORMATION FOR US SHAREHOLDERS 4. Neither the United Utilities Group Ordinary Shares nor the B Shares will be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance of the exemption from registration provided by Section 3(a)(10) thereof. Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the United Utilities Group Ordinary Shares or the B Shares or passed an opinion on the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. This announcement is not an offer of securities for sale in the United States. Neither the United Utilities Group Ordinary Shares nor the B Shares to be issued to Shareholders in connection with the Scheme have been, will be, nor are required to be, registered with the SEC under the US Securities Act, in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act. For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act with respect to the United Utilities Group Ordinary Shares and the B Shares issued pursuant to the Scheme, United Utilities will advise the Court that it will rely on Section 3 (a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by United Utilities as an approval of the Scheme following a hearing on its fairness to Shareholders at which hearing all such Shareholders will be entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been or will be given to all such Shareholders. 5. United Utilities PLC has received advice in relation to the Proposals from Deutsche Bank AG, London Branch and JPMorgan Cazenove Limited. Deutsche Bank, which is authorised under German Banking Law (competent authority: BaFin-Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority and regulated by the Financial Services Authority for the conduct of UK business and JPMorgan Cazenove, which is authorised and regulated by the Financial Services Authority in the United Kingdom, are jointly acting as sponsors and financial advisers for United Utilities and United Utilities Group and no-one else in connection with the Proposals and will not be responsible to anyone other than United Utilities and United Utilities Group for providing protections afforded to clients of Deutsche Bank and JPMorgan Cazenove respectively or providing advice in relation to the Proposals or any other matters described in this announcement.
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