United Utilities Publishes Prospectus
United Utilities PLC
6 June 2008
UNITED UTILITIES PUBLISHES PROSPECTUS WITH DETAILS OF £1.5 BILLION RETURN TO
SHAREHOLDERS
As a result of the sale of United Utilities Electricity and review of its
capital structure, United Utilities previously announced its intention to
return to Shareholders 170 pence per share (approximately £1.5 billion in
aggregate). The return is being implemented through a scheme of arrangement
involving the introduction of a new holding company, United Utilities Group PLC
and the subsequent United Utilities Group Reduction of Capital (the
"Proposals").
United Utilities PLC is today posting a scheme circular to Shareholders
regarding the Proposals. A Prospectus relating to United Utilities Group PLC is
also being published today, in connection with the admission to the Official
List and admission to trading on the London Stock Exchange of ordinary shares
of United Utilities Group PLC.
As part of the Proposals each Shareholder will receive 17 United Utilities
Group Ordinary Shares for every 22 United Utilities Shares, together with one B
share of 170 pence for each United Utilities Share.
The Proposals are subject to Court approval and the approval of Shareholders.
The Court Meeting is to seek the approval of Shareholders for the Scheme. The
General Meeting will be held immediately after the Court Meeting and will
enable Shareholders to vote on various matters required to implement the
Scheme. Both meetings will be held on 1 July 2008. The expected timetable of
principal events is: -
1 July 2008 Court Meeting and General Meeting
24 July 2008 Court hearing of the claim form to sanction the Scheme
and confirm the capital reduction of United Utilities
11:00 a.m. 25 July United Utilities Annual General Meeting
2008
25 July 2008 Scheme Record Date
28 July 2008 Scheme Effective Date
8:00 a.m. 28 July Delisting of United Utilities Shares, Admission of United
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 United Utilities Group Reduction
of Capital
31 July 2008 United Utilities Group Reduction of Capital becomes
effective
8 August 2008 Payment of United Utilities Final Dividend
By 19 August 2008 Despatch of cheques or crediting of CREST/mandated bank
accounts in relation to B Share Dividend and Initial B
Share Redemption
14 April 2009 Final B Share Redemption
Although the Prospectus will not be sent to shareholders it can be viewed on
United Utilities' website (www.unitedutilities.com/prospectus) or, on request,
a copy can be obtained free of charge from United Utilities' Registrars by
telephone on 0871 384 2898 (or from outside the UK on +44 121 415 0269).
Notice is hereby given that United Utilities PLC, conditional upon the Scheme
becoming effective, intends to cancel its listing of ordinary shares from 8:00
a.m. on Monday 28 July 2008 at which time it is anticipated that dealings in
United Utilities Group Ordinary Shares will commence on the London Stock
Exchange.
Copies of the Circular and Prospectus have been submitted to the UK Listing
Authority and will shortly be available for inspection at the Document Viewing
Facility, which is situated at the following address: Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
If you are a Shareholder and have questions about the Proposals, the contents
of the Circular or the completion and return of your Forms of Proxy or the Form
of Election, please call Equiniti Limited, United Utilities' Registrars, on
0871 384 2898 (or, if you are calling from outside the United Kingdom, +44 121
415 0269) between 9:00 a.m. and 5:00 p.m. Monday to Friday (excluding public
holidays).
Contacts
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, United +44 (0) 1925 237000
Utilities
Dominic Fry/Tom Murray, Tulchan Communications +44 (0) 20 7353 4200
NOTES:
1. Terms used but not defined herein have the meanings given to them in the
Circular posted to Shareholders today.
2. Calls to the shareholder helpline run by United Utilities' Registrars,
Equiniti Limited, on 0871 384 2898 (or, if you are calling from outside the
United Kingdom, +44 121 415 0269) between 9:00 a.m. and 5:00 p.m. Monday to
Friday (excluding public holidays). Calls to this number are charged at 8p
per minute from a BT landline. Other telephony provider costs may vary.
Please note that calls to these numbers may be monitored or recorded, and
no advice on the Proposals can be given.
3. The Proposals in summary are:-
* A scheme of arrangement whereby all ordinary shares in United Utilities PLC
will be cancelled in return for the issue to Shareholders of ordinary
shares and B shares in United Utilities Group PLC, the new holding company.
* Each Shareholder will receive 17 United Utilities Group Ordinary Shares for
every 22 United Utilities Shares held at the Scheme Record Time, together
with one B Share for each United Utilities Share held at the Scheme Record
Time. The Scheme Record Time is expected to be 6:00 p.m. on 25 July 2008.
* This will be followed by a reduction in capital of United Utilities Group
to create distributable reserves.
* Shareholders (other than US Shareholders, holders of United Utilities ADRs
and certain other Restricted Overseas Shareholders) will have three choices
as to how to receive their Return of Capital:
*
i. Initial B Share Redemption: an initial 170 pence redemption per B
Share;
ii. B Share Dividend: a single dividend of 170 pence per B Share; or
iii. Final B Share Redemption: retention of B Shares until they are
redeemed on 14 April 2009 for 170 pence per B Share.
+ United Utilities Group Ordinary Shares will be listed on the London
Stock Exchange in the same way as the existing United Utilities Shares
(which will be de-listed). The B Shares will not be listed.
4. 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
document 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 document does not constitute
a prospectus equivalent document.
5. Overseas Shareholders may be affected by the laws of other
jurisdictions in relation to the Proposals or the distribution of this
document. Persons into whose possession this document 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 document and the Prospectus. Any
failure to comply with such restrictions or requirements may constitute
a violation of the securities laws of any such jurisdiction.
6. INFORMATION FOR US SHAREHOLDERS
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 document. Any representation to the contrary is a criminal
offence in the United States.
In the United States, this document is being furnished to Shareholders
solely to explain the Proposals and to describe the action recommended to
be taken by Shareholders in relation to the Court Meeting and the General
Meeting. This document is personal to each Shareholder and does not
constitute an offer to any other person or to the public generally to
subscribe for or otherwise acquire United Utilities Group Ordinary Shares
or B Shares.
This document 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.
7. United Utilities 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 document.
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