Evidence records

documentedThames Water Utilities Limited is a private limited company with Companies House number 02366661, incorporated on 1 April 1989, with its registered office at Clearwater Court, Vastern Road, Reading, Berkshire, RG1 8DB. An archived copy of its Companies House record from March 2026 shows it as active, with accounts made up to 31 March 2025, a last confirmation statement dated 19 June 2025 and the business activity 36000, water collection, treatment and supply. ¹

documentedThe Global Legal Entity Identifier Foundation (GLEIF) record for legal entity identifier (LEI) 213800JKM5UQHFJOTZ25 names THAMES WATER UTILITIES LIMITED, registered as 02366661 in Great Britain, created on 1 April 1989, with active status. ²

documentedThe group describes Thames Water Utilities Limited (TWUL) as the regulated, licensed operating company that provides water and wastewater services to customers across London, the Thames Valley and the Home Counties, and Kemble Water Holdings Limited as its ultimate parent company, owned by a consortium of institutional shareholders, mostly pension funds and sovereign wealth funds. It states that all companies in the structure between them are incorporated in the UK. ³

documentedThames Water Utilities Limited's 2024/25 annual report describes the company as an intermediate holding company within the Kemble Water Holdings Limited group, whose own group at 31 March 2025 consisted of the company and two subsidiaries, Thames Water Utilities Finance plc (TWUF) and Thames Water Super Senior Issuer plc (TWSSI). ⁴

documentedThames Water Utilities Limited filed confirmation statements made on 19 June 2024 with updates and on 19 June 2025 and 19 June 2026 with no updates, and group accounts for the years to 31 March 2024 (filed 1 October 2024), 31 March 2025 (filed 27 December 2025) and 31 March 2026 (filed 3 September 2026). ⁵

documentedThames Water Utilities Limited is the water and sewerage undertaker appointed under section 6 of the Water Industry Act 1991, under a licence of appointment issued by the Secretary of State for Environment, Food and Rural Affairs. The Drinking Water Inspectorate identifies it by its registered number 02366661, and its core activities are regulated by the Water Services Regulation Authority (Ofwat), the Drinking Water Inspectorate and the Environment Agency. ^{1 2}

documentedIn its review of Kemble's acquisition of Thames Water, Ofwat stated that the company's price limits for 2005–10 would stay as set at the 2004 periodic review and that the outputs of the legally binding undertaking Thames Water had given on 3 July 2006, for failing to meet its leakage target in 2005–06, would remain in place under the new owners. ³

documentedThames Water's 2016–17 annual report, published on 14 June 2017, showed that it had missed its commitment to reduce leakage, which incurred the maximum automatic penalty of £8.55 million for that target, borne by the company and not by customers, and led Ofwat to open investigation OFW-0017071. Ofwat found that Thames Water had breached section 37 of the Water Industry Act 1991 (its duty to maintain an efficient and economical water supply system) and Condition F paragraph 6A.1 of its instrument of appointment (adequate resources and systems of planning and control), largely because of how it designed and implemented its contractual arrangements for reducing leakage; its board had insufficient oversight and control of leakage performance, and the company underestimated its underperformance when assuring Ofwat that it was meeting its statutory obligations. ^{4 5}

response

On 7 June 2018 Thames Water agreed a package worth £120 million: £65 million paid back to customers on top of £55 million of automatic penalties for missed leakage and security-of-supply commitments, which it brought forward — about £15 per customer over two years.

outcome

Ofwat imposed a penalty of £1 on 8 August 2018 in light of the package and published Thames Water's undertaking under section 19 of the Act, which committed it to restore leakage to the promised 606 Ml/d by 2019–20, plan for a further 15% reduction by 2025, publish monthly audited progress reports, pay no executive or senior management bonus dependent on 2018–19 and 2019–20 leakage performance unless it met its commitments, and review the governance of the boards of Thames Water Utilities Limited and Kemble Water Holdings Limited.

documentedCondition P26 of Thames Water Utilities Limited's licence requires it, or an associated company issuing debt on its behalf, to hold at all times two investment-grade issuer credit ratings from different agencies. The downgrades by Moody's on 24 July 2024 and S&P on 31 July 2024 put TWUL in breach of the condition. In August 2024 Ofwat decided to accept undertakings under section 19(1) of the Water Industry Act 1991 instead of imposing an enforcement order: TWUL committed to develop a new business plan, to use all reasonable endeavours to raise substantial equity on a timetable and milestones agreed with Ofwat, to appoint two further experienced independent non-executive directors, and to appoint an independent monitor of its compliance with the undertakings and its progress towards restoring investment-grade ratings. ^{2 6}

qualification

At the restructuring plan sanction hearing in February 2025 it was common ground that TWUL was not meeting Ofwat's expectations on costs or financing and no longer held investment-grade ratings, in breach of its licence.

response

TWUL's 2024/25 annual report presents the undertakings as commitments it made with Ofwat after the downgrades, with the aim of restoring two investment-grade ratings.

outcome

L.E.K. Consulting was appointed monitor in October 2024, and Aidan de Brunner and Neil Robson joined the board as the two independent non-executive directors.

documentedWith its PR24 draft determination of 11 July 2024, Ofwat placed Thames Water in a Turnaround Oversight Regime because of concerns about the company's performance. The regime required a delivery action plan for expanding delivery capacity, with regular progress reports reviewed by an independent third-party assurance provider, a full re-evaluation of the company's transformation plans and a financial resilience plan; Ofwat also said it was considering appointing an independent monitor with full access to company information. Ofwat listed the factors for leaving the regime as sustained improvement in operational performance and in the capability to deliver the investment programme, and better medium-term financial resilience, and said that showing such resilience could mean a limit on the debt the company could take on, its separation into two or more water companies, or a public listing to secure additional equity. ^{2 7}

documentedFor the 2025–30 price control (PR24), Ofwat's draft determination of 11 July 2024 allowed Thames Water Utilities Limited £16.9 billion of total expenditure against the £22.2 billion in its April 2024 business plan, with a wholesale cost of capital of 3.66% based on assumed gearing of 55%. TWUL asked for £24.5 billion in its response of 29 August 2024; the final determination of 19 December 2024 allowed £20.5 billion. TWUL concluded that the final determination was neither financeable nor investible and announced on 14 February 2025 a unanimous board decision to ask Ofwat to refer it to the Competition and Markets Authority for redetermination. Thames Water was one of six companies to request a reference before the 18 February 2025 deadline, with Anglian, Northumbrian, South East, Southern and Wessex Water. ^{8 2 9 10}

documentedThe reference has not been made. On 18 March 2025 TWUL agreed with Ofwat to defer it for up to 18 weeks to explore a market-led recapitalisation; on 18 July 2025 the deferral was extended to 22 October 2025, and on 21 October 2025 it was extended again with no end date, which Ofwat agreed given the company's continuing discussions with its creditors. The Competition and Markets Authority published provisional determinations for the other five companies on 9 October 2025 and had to issue final determinations by 17 March 2026; if TWUL withdrew its agreement to defer, its redetermination would follow a separate process. TWUL keeps its statement of case ready and states that it cannot do everything required for environmental compliance in 2025–30, including the WINEP8 programme. ^{9 10}

documentedThames Water Utilities Limited has 55 regulatory performance commitments measured by Ofwat. It incurred a net performance penalty of £88 million (2017/18 prices) for 2024/25, including end-of-period commitments and customer and developer experience measures, and £344 million over the 2020–25 period. In their annual assessments for 2024–25, published in October 2025, Ofwat rated the company 'lagging' and the Environment Agency gave it one star in its Environmental Performance Assessment; TWUL attributes the one-star rating mainly to non-delivery of its WINEP7 programme in 2020–25 and the number of serious pollution incidents, and says that a more rounded analysis shows it performing largely mid-table. ^{6 9}

documentedOfwat's Monitoring Financial Resilience report for 2024–25, published on 5 November 2025, kept Thames in its lowest category, 'Action Required' with active monitoring, in both 2024 and 2025, alongside South East and Southern. Thames, Southern and South East were in cash lock-up under their licences and could not pay dividends without Ofwat's consent; Ofwat noted the £18.2 million fine of May 2025 for failing to link dividend payments to company performance. ¹¹

documentedThames Water was one of six water companies that triggered Ofwat's new rule prohibiting performance-related pay for directors for 2024/25, mostly because of category 1 pollution incidents; the rule, one of the powers given to Ofwat by the Water (Special Measures) Act 2025, was introduced in June 2025, and Ofwat reported on 5 November 2025 that all six companies complied by paying their directors no annual bonus or other relevant performance-related pay. ¹¹

documentedThe Drinking Water Inspectorate made final enforcement orders against Thames Water Utilities Limited in September 2024 on physical security and emergency planning, setting out the steps the company had to take; no penalty was issued. TWUL's 2024/25 annual report also records agreed steps with the Inspectorate after a loss of supply in Guildford, again without a penalty. ⁶

documentedOn 15 July 2025 the Drinking Water Inspectorate, on behalf of the Environment Secretary, served Thames Water Utilities Limited with notice TMS-2025-00002 under regulation 28(4) of the Water Supply (Water Quality) Regulations 2016, following the company's own report of 21 February 2025 that there was or had been a significant risk of supplying water from the North Cotswolds Supply System that could endanger health or be unwholesome. The notice concerns the risk of lead contamination and sets measures and reporting deadlines running into 2029, with a completion report signed off at board level due by 30 April 2030; failure to comply may lead to enforcement proceedings under section 18 of the Water Industry Act 1991. ¹

documentedGLEIF's record for LEI 213800ESMPQ4RQ7G8351 names THAMES WATER UTILITIES FINANCE PLC, registered as 02403744, previously named Thames Water Utilities Finance Limited, with its legal address at Clearwater Court, Vastern Road, Reading and active status. ¹

documentedThames Water states that Thames Water Utilities Limited has a "whole business securitisation" that ring-fences it from the rest of the Kemble group and provides a debt platform to fund it from a variety of sources, with a set of covenant and security arrangements. ²

documentedThames Water Utilities Holdings Limited (TWUHL), Thames Water Utilities Limited and Thames Water Utilities Finance plc are the obligors of the whole business securitisation entered into in 2007. Each has entered into a Security Trust and Intercreditor Deed with the Security Trustee; TWUHL guarantees the obligations of the other obligors, and TWUL and TWUF guarantee each other's obligations under the finance agreements. Since 2025 TWUL and TWUHL also guarantee the borrowings of Thames Water Super Senior Issuer plc. ^{3 4 5}

documentedThe guaranteed debt of the securitisation group, on a post-swap basis, was £12,933.4 million at 31 March 2021, £16.4 billion at 31 March 2023, £17.9 billion at 31 March 2025 and £18,202.6 million at 31 March 2026, according to the accounts of Thames Water Utilities Finance plc, Kemble Water Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Holdings Limited respectively. The guaranteed debt of Thames Water Super Senior Issuer plc was £nil at 31 March 2025 and £1,836.5 million at 31 March 2026. ^{6 3 4 5}

documentedThe High Court's February 2025 judgment describes the group's external debt as governed by about 60 instruments together with a Master Definitions Agreement between Thames Water Utilities Holdings Limited, Thames Water Utilities Limited, Thames Water Utilities Finance plc and Deutsche Trustee Company Limited as Security Trustee, a Security Trust and Intercreditor Deed, a Security Agreement and a Common Terms Agreement. Thames Water Utilities Limited and Thames Water Utilities Finance plc are the issuers, borrowers or hedge counterparties of much of the group's debt, which totalled about £19 billion, excluding hedging, at 28 November 2024. ⁷

documentedWithin the securitisation, the liquidity facilities rank first in priority, the hedging agreements second, the Class A debt third and the Class B debt fourth, while the subordinated debt is junior to all Class A and Class B claims. The liquidity facilities, hedging agreements and Class A and Class B debt are secured by first fixed charges over the shares in TWUL and TWUF, the group's land and property, plant and equipment, bank balances, intellectual property rights and investments, and by a first floating charge over the whole undertaking of each group company. ⁷

documentedAt the time of the February 2025 judgment, the group's Class A debt consisted of about £16 billion of loans under 53 instruments, including revolving credit facilities, term loans, private notes and public bonds; the earliest to mature were US$285 million Class A senior notes issued by Thames Water Utilities Limited, due on 22 March 2025, with £209 million plus £15 million of interest payable on 24 March 2025. Seven further notes or bonds totalling £3,552 million fell due between 19 June 2025 and 18 April 2027 and the rest between 2027 and 2062. The Class B debt consisted of about £1 billion under 12 instruments. ⁷

documentedThe group's first-ranking debt consists of three liquidity facilities issued on 18 July 2006 — a Class A debt service reserve facility with a nominal value of £253,264,273.13, a Class B debt service reserve facility of £44,156,641.51 and an operating and maintenance reserve facility of £252,821,993.05 — all due to mature on 6 August 2025 and all undrawn at the time of the February 2025 judgment. ⁷

documentedThames Water Utilities Finance plc was established to act as a financing company for its immediate parent, Thames Water Utilities Limited. It raises debt through secured bonds, loans and private placements, which Thames Water Utilities Holdings Limited and TWUL guarantee, and lends the proceeds on to TWUL under intercompany agreements, recharging its interest and debt servicing costs with a margin of 0.10% (10 basis points). TWUL's 2024/25 annual report states that TWUL does not issue bonds directly to the public markets. ^{6 4}

documentedThames Water Utilities Limited owed £13,796.8 million to Thames Water Utilities Finance plc under these intercompany agreements at 31 March 2025 (2024: £13,981.3 million). TWUF charges TWUL a margin of 10 basis points on the loans; in January 2024 TWUL repurchased £185.5 million of a £500.0 million intercompany loan due in 2025 from TWUF at a £7.0 million discount. ⁴

documentedThames Water Utilities Limited is itself the borrower of part of the group's secured bank loans and private placements: Kemble Water Holdings Limited's 2022/23 accounts list £3,259.7 million of such borrowings by TWUL at 31 March 2023, including index-linked loans, Class B loans and US dollar and sterling private placements such as $285.0m 3.570% notes due 2025, and the group's 2025/26 accounts list TWUL's £725.0m Class A floating rate loan due 2026 among its loans at 31 March 2025. ^{3 5}

documentedThe restructuring plan documents identify Thames Water Utilities Cayman Finance Limited, incorporated in the Cayman Islands, as the issuer of some of the group's Class A guaranteed bonds, such as the £250,000,000 2.625% bonds due 24 January 2032 (ISIN XS1555168365), which Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance plc guaranteed on 24 January 2017. The same definitions list US dollar senior notes issued directly by TWUL, including the US$285,000,000 3.57% series 5 notes due 22 March 2025. ⁸

documentedThames Water Utilities Finance plc was the issuer of bonds with a carrying value of £11,237.6 million at 31 March 2023 (2022: £9,817.2 million), all Class A except where highlighted as Class B, according to Kemble Water Holdings Limited's 2022/23 accounts. Thames Water Utilities Limited's 2024/25 annual report lists the group's bonds under Thames Water Utilities Finance plc, including sterling fixed-rate and index-linked bonds, with £11,103.9 million of bonds in the group's borrowings at 31 March 2025. ^{3 4 5}

documentedThe consolidated borrowings of Thames Water Utilities Holdings Limited's group at 31 March 2025 were £5,548.0 million of secured bank loans and private placements, £11,103.9 million of bonds and £2,282.2 million owed to group undertakings, with £324.1 million of interest payable on borrowings and £1,356.2 million of interest payable to group undertakings, a total of £20,614.4 million. At 31 March 2026 the total was £22,836.4 million, including £2,282.2 million of principal and £1,572.2 million of interest owed within the wider group. ⁵

qualification

The amounts owed to group undertakings are Thames Water Utilities Holdings Limited's loans from its parent Thames Water Limited, not debt of Thames Water Utilities Limited; the operating group's own borrowings are the loans, private placements and bonds.

documentedThames Water Utilities Limited's interim balance sheet at 30 September 2025 shows the borrowings of its group (TWUL, TWUF and TWSSI) as £18,182.1 million non-current (31 March 2025: £16,651.9 million) and £257.8 million current (£324.1 million), and derivative financial liabilities of £1,589.6 million non-current. Its bonds were carried at £12,546.7 million against a fair value of £9,122.7 million, and its secured bank loans and private placements at £5,635.4 million against a fair value of £3,525.0 million. ⁹

documentedIn 2024/25 the Thames Water Utilities Limited group paid £601.0 million of interest on borrowings (2024: £492.2 million), including £187.1 million of capitalised borrowing costs; in 2025/26 the Thames Water Utilities Holdings Limited group paid £809.6 million (including £200.8 million capitalised), and new loans were shown net of £111.5 million of fees. ^{4 5}

documentedThames Water Utilities Finance plc's 2020/21 accounts state that the securitisation group's gearing was 83.2% (2020: 82.3%), comparing covenant net debt of £12,497.1 million with TWUL's regulatory capital value of £15,025.3 million, and that a senior gearing above 85.0%, a Class A gearing above 75% or interest cover below 1.1x (senior) or 1.3x (Class A) would impose conditions including a restriction on distributions from TWUL. ⁶

documentedAt 31 March 2021 Thames Water Utilities Finance plc held £11,237.9 million of non-current and £1,174.7 million of current intercompany loans receivable, and owed £11,000.0 million of non-current and £1,040.7 million of current borrowings; it had net liabilities of £10.1 million after a pre-tax loss of £110.5 million, caused mainly by £162.7 million of net losses on financial instruments. Its interest income on intercompany loans was £376.1 million in 2020/21. It had access to a £1,646.3 million revolving credit facility, of which £1,432.0 million was undrawn, and to £550.0 million of liquidity facilities that could be drawn only in limited circumstances. ⁶

documentedIn 2020/21 Thames Water Utilities Finance plc lent £1,575.3 million to group companies and was repaid £1,830.4 million, while raising £1,574.3 million of new loans and repaying £1,830.0 million of borrowings; it received £405.9 million of interest and paid £347.6 million. ⁶

documentedThames Water Utilities Finance plc paid no dividends in 2020/21 or 2019/20, Its auditor, PricewaterhouseCoopers LLP, was paid £147,250 for 2020/21 (£94,000 of it for the statutory audit), and that remuneration was borne by Thames Water Limited. ⁶

documentedThames Water Utilities Limited's Companies House charges register shows eight registered charges, seven outstanding and one satisfied. They include a security agreement created on 30 August 2007 in favour of Deutsche Trustee Company Limited, for itself and each of the secured creditors as Security Trustee, with fixed and floating charges over the undertaking and all assets; two charges created on 25 February 2025 in favour of Deutsche Trustee Company Limited, one covering specified intellectual property; and three charges in favour of Kroll Trustee Services Limited, created on 25 February 2025, 17 March 2026 and 9 September 2026. ¹⁰

documentedOn 24 July 2024 Moody's downgraded Thames Water Utilities Limited's corporate family rating to Ba2 (from Baa3) and on 31 July 2024 S&P downgraded its Class A debt to BB (from BBB-), both below the two investment-grade ratings required by Condition P26 of its licence. By 2025 the ratings had fallen to Caa3 (Moody's corporate family) and CCC (S&P Class A); at 30 September 2025 Moody's rated the Class A debt Caa3, the Class B debt C and the super senior debt B2 (first rated in September 2025), and S&P rated Class A CCC and Class B CC. ^{4 9}

documentedUnder the court-sanctioned restructuring plan the Thames Water Utilities Limited group amended its swap agreements to add consent fees and further break clauses. The fees are based on the market value of index-linked and interest-rate swaps on 15 January 2025 and each anniversary while the group's debt lacks two investment-grade ratings; the net derivative liability at 30 September 2025 was £1,349.9 million (31 March 2025: £1,418.2 million), of which £73.4 million related to the consent fee derivatives. ⁹

documentedThe most recent completed triennial valuation of the Thames Water Pension Scheme, as at 31 March 2022 and signed off in August 2024, showed a deficit of £444.7 million on assets of £1,639.2 million and liabilities of £2,083.9 million; the 31 March 2025 valuation was still ongoing in July 2026 and the Pensions Regulator had not opened an investigation. ⁵

documentedBesides the three charges created on 25 February 2025 for the restructuring plan, TWUL created charges 023666610007 on 17 March 2026 and 023666610008 on 9 September 2026, registered on 18 March and 15 September 2026. The only satisfied charge in its register is a legal charge of 28 September 1989 in favour of Manor Farm Developments Limited over buildings at Manor Farm, satisfied on 19 June 1990. ^{11 10}

documentedIn TWUL's own accounts, its financing subsidiary Thames Water Utilities Finance plc owed it £200.0 million and £100.0 million under two unsecured intercompany loans, at LIBOR plus 2% and plus 1.55% (accrued at SONIA plus the margin after the LIBOR transition); on 25 February 2025 the £100.0 million loan ceased to be repayable on demand while the stable platform period lasts. Because an expected haircut on debt in the court-led restructuring would reduce the margin TWUF earns on the back-to-back debts TWUL owes it, TWUL recognised an impairment of £177.5 million on its investment in TWUF in 2024/25. ⁴

documentedAt 30 September 2025 Thames Water Super Senior Issuer plc had £1,426.5 million of gross super senior debt, guaranteed by TWUL and Thames Water Utilities Holdings Limited, and TWUL owed the issuer £872.0 million under its intercompany loan, guaranteed by TWUHL and Thames Water Utilities Finance plc. TWUL, TWUF and TWUHL are the obligors of the whole business securitisation, and TWUL and TWUF guarantee each other's obligations under the finance agreements. ⁹

documentedThames Water Super Senior Holdco Limited (16110214), which held Thames Water Super Senior Issuer plc from 29 November 2024 until TWUL became its controller on 25 February 2025, is controlled by CSC Corporate Services (UK) Limited, notified on 29 November 2024 with 75% or more of the shares and voting rights and the right to appoint directors. Its four officers, all appointed on 29 November 2024, are CSC Corporate Services (UK) Limited as secretary, two corporate directors, CSC Directors (No.1) Limited and CSC Directors (No.2) Limited, and one individual director. CSC Corporate Services (UK) Limited and CSC Directors (No.1) Limited are themselves controlled by CSC Capital Markets UK Limited, notified on 22 June 2017. No Thames Water or Kemble company or officer appears among the holding company's controllers or officers. ^{12 13 14 15}

documentedThames Water Utilities Holdings Limited (number 06195202) was incorporated in England and Wales on 30 March 2007 as Hackremco (No. 2467) Limited, with its registered office at Clearwater Court, Reading, and was renamed Thames Water Utilities Holdings Limited on 20 June 2007. ¹

documentedThames Water Utilities Holdings Limited's own balance sheet at 31 March 2026 shows borrowings of £953.6 million due within a year and £4,348.7 million after more than a year (2025: nil and £5,028.1 million), no carrying value for its investment in subsidiaries, and net liabilities of £5,285.7 million (2025: £5,011.5 million); it made a loss of £274.2 million in 2025/26, almost entirely finance expenses of £274.9 million. These are TWUHL's own debts, chiefly to its parent Thames Water Limited. ²

documentedThames Water Limited (number 02366623), incorporated on 1 April 1989, was previously named Thames Water Plc (1 April 1989 to 1 October 2003), RWE Thames Water Plc (1 October 2003 to 1 December 2006) and again Thames Water Plc (1 December 2006 to 4 June 2007). An archived copy of its Companies House record from March 2026 shows it as active, with its registered office at 7th Floor, 3 More London Riverside, London SE1 2AQ. ¹

documentedGLEIF's record for LEI 549300I7KMZ71CCWD353 names MEIF Luxembourg Holdings S.à r.l., registered in Luxembourg as B97123, previously named MEIF Luxembourg Holdings S.A.; the record shows inactive status and a completed liquidation effective 26 October 2020. ²

documentedGLEIF's record for LEI 5493005140CK3YDUNM76 names MEIF II Luxembourg Holdings S.à r.l., registered in Luxembourg as B117627, with active status. ²

documentedAccording to Ofwat's position paper of May 2007, Kemble Water Limited completed its acquisition of Thames Water Holdings Plc on 1 December 2006. Kemble Water Limited was 100% owned by Kemble Water Holdings Limited, itself owned by a consortium of investors; Thames Water Holdings Plc owned 100% of Thames Water Plc, which owned 100% of Thames Water Utilities Limited, the appointed water and sewerage undertaker. ³

documentedOfwat's May 2007 paper describes the Kemble consortium as mostly pension funds and other long-term institutional investors from Europe, Canada and Australia, and states that entities managed by or associated with the Macquarie Group owned 47.65% of Kemble Water Holdings Limited through Kemble Water International Holdings Limited (KWIHL), the consortium member with the largest stake. Its annex lists KWIHL as comprising Macquarie European Infrastructure Fund LP, Macquarie European Infrastructure Fund II, Macquarie Diversified Infrastructure Fund, Macquarie-FSS Infrastructure Trust, Macquarie PRISM Pty Ltd and LODH Macquarie Infrastructure Fund LP, and names thirteen other consortium members, among them British Columbia Investment Management Corporation and Queensland Investment Corporation. Ofwat noted that Macquarie Bank Limited had sold its remaining interest in KWIHL to LODH Macquarie Infrastructure Fund LP after the February 2007 consultation. ³

documentedKemble Water Holdings Limited's register records Kemble Water International Holdings Limited, a Guernsey company (registration G0044986) based in St Peter Port, as a person with significant control from 6 April 2016 until 31 May 2017, with more than 25% but not more than 50% of the shares and voting rights. ⁴

documentedUnder Condition P of its licence, Thames Water Utilities Limited had to obtain legally enforceable undertakings from its owners to give it the information needed to comply with its licence, to refrain from any action that could cause it to breach the licence, and to maintain at least three independent non-executive directors on its board. For the new ownership, Kemble proposed in 2007 that the undertakings be given by Kemble Water Holdings Limited as the UK holding company and by MEIF Luxembourg Holdings SA and MEIF II Luxembourg Holdings Sarl as joint ultimate controllers within the two Macquarie European Infrastructure Fund structures, and Ofwat saw no reason to dispute this. ³

documentedOfwat's 2018 conclusions record that Kemble Water Holdings Limited gave its undertaking to Thames Water on 14 August 2007 as the highest-level UK corporate owner, and that Macquarie, then considered an Ultimate Controller because of reserved rights attached to its shareholdings, gave an undertaking dated 31 July 2007. When Macquarie sold its shareholding Macquarie ceased to be an Ultimate Controller, while the Kemble undertaking remained in place. ⁵

documentedOfwat's May 2007 paper records Kemble's plan to transfer all of Thames Water's existing debt into a securitisation structure, issue new long-term bonds ring-fenced around Thames Water's cash flows and obligations, and refinance some acquisition debt within it. Kemble anticipated that debt would also be held at Thames Water's holding companies, fully ring-fenced from the regulated company with no recourse to it, even for payment of interest if a lock-up applied at Thames Water. ³

documentedFollowing its 2007 review of the change of ownership, Ofwat proposed to amend Thames Water Utilities Limited's licence to require it to maintain an investment-grade issuer credit rating, to modify Condition P for the new owners, to add a cash lock-up provision and to add conditions on adequate systems of planning and internal control, with the changes to be made by notice under section 13 of the Water Industry Act 1991; it concluded that no further amendments were needed. ³

documentedOfwat's written evidence to the House of Commons Public Accounts Committee, dated 3 February 2014, lists Kemble's consortium of investors as: Kemble Water International Holdings Limited (owned by Macquarie European Infrastructure Fund) 26.315%; BriTel Fund Trustees Limited, as custodian trustee of the BT Pension Scheme, 13.060%; Infinity Investments S.A. 9.900%; Cicero Investment Corporation 8.688%; QIC Diversified Infrastructure (Jersey) Limited 8.688%; bcIMC SIF101 2006 Investment Corporation 7.400%; AMP Capital Investors (Kemble Water) Sarl 5.530%; Stichting Pensioenfonds ABP 4.344%; Optrust Infrastructure Europe 1 Inc 4.344%; Aquila GP Inc. 2.606%; SAS Trustee Corporation 2.389%; Stichting Pensioenfonds Zorg en Welzijn 2.172%; PIP2PX (TW) Limited 2.020%; bcIMC WCBAF SIIF101 2006 Investment Corporation 1.306%; and PIP2GV (TW) Limited 1.238%. ⁶

documentedOn 14 March 2017 OMERS announced that Borealis Infrastructure, OMERS's infrastructure investment manager, and Wren House Infrastructure Management Limited, the infrastructure investing arm of the Kuwait Investment Authority, had agreed as a consortium to acquire a 26% stake in Kemble Water Holdings Limited, the ultimate holding company of Thames Water Utilities Limited, from Macquarie Infrastructure & Real Assets (MIRA); financial details were not disclosed. The announcement quoted Sir Peter Mason KBE as chairman of Thames Water. ⁷

documentedIn its November 2018 conclusions on the change of control, Ofwat recorded that, under the arrangements following the 2017 share sales, the Ultimate Controllers of Thames Water were OMERS, Universities Superannuation Scheme (USS), Infinity Investments, Wren House, BriTel Fund Trustees Ltd, Cicero Investment Corporation (CIC) and bcIMC Investment Corporation, all of which had provided undertakings, and confirmed that the Macquarie Group retained no continuing influence or control over Thames Water after March 2017. ⁵

documentedFollowing a consultation published on 11 May 2018, Ofwat modified Thames Water Utilities Limited's licence under section 13 of the Water Industry Act 1991, with the company's consent, to bring its ring-fence provisions up to what Ofwat called the industry-leading standard, including a revised definition of the issuer credit rating it must keep; the changes took effect on 21 November 2018. ⁵

documentedKemble Water Holdings Limited's 2012/13 accounts list among the principal undertakings in which the group held more than 10% at 31 March 2013 Kemble Water Eurobond Plc, Kemble Water Liberty Limited, Kemble Water Structure Limited, Kemble Water Finance Limited, Kemble Water Investments Limited, Kemble Water Limited, Thames Water Limited, Thames Water Utilities Limited, Thames Water Utilities Finance Limited, Thames Water Utilities Cayman Finance Limited and Thames Water (Kemble) Finance Plc. ⁸

documentedCompanies House filings show that Kemble Water Limited (05859424) notified Kemble Water Investments Limited as its person with significant control from 6 April 2016, and that Kemble Water Investments Limited (05859428) notified Kemble Water Eurobond Plc as its person with significant control from the same date. ^{9 10}

documentedFive former intermediate holding companies of the group — Kemble Water Limited (05859424), Kemble Water Investments Limited (05859428), Kemble Water Structure Limited (05819276), Kemble Water Liberty Limited (05819270) and Thames Water Holdings Limited (05685587) — each applied to be struck off the register on 17 December 2018 and were dissolved by voluntary strike-off, with the final Gazette notice on 26 March 2019. ^{11 9 12 13 10}

qualification

The Companies House filing history read for Thames Water Holdings Limited (05685587) does not show a change of name, so the record does not establish whether it is the Thames Water Holdings Plc that Kemble Water Limited bought in 2006.

documentedKemble Water Holdings Limited's confirmation statement made up to 25 September 2022 records that Torfino IMC Corporation Ltd transferred 173,396,897 shares on 4 January 2021 and held none afterwards, and that Terrace IRR GP Inc held 173,396,897 shares. ¹⁴

documentedKemble Water Finance Limited's prospectus of 8 January 2021 defines its "Initial Investors" as Stichting Pensioenfonds Zorg en Welzijn, Tofino IMC Corporation, Aquila GP Inc., Infinity Investments S.A., Cicero Investment Corporation, BriTel Fund Trustees Limited as custodian trustee of the BT pension scheme, OMERS Farmoor 2 Holdings B.V., OMERS Farmoor 3 Holdings B.V., Omers Infrastructure (Farmoor) Pte Ltd, QIC Infrastructure Management Pty Ltd, Church Water Investment Limited and Wren House Infrastructure Investments Limited, including any successors in title. ¹⁵

documentedOn 3 December 2021 USS announced that it had bought an additional 8.77% of Thames Water from Wren House Infrastructure Management, taking its holding to nearly 20%; it said this would be the largest single investment in the £82.2bn portfolio (at 31 March 2021) managed by its investment management subsidiary, and that USS had first become an investor in Thames Water in 2017. ¹⁶

documentedKemble Water Holdings Limited's confirmation statement made up to 25 September 2022 records that Wren House Infrastructure Investments Limited transferred all of its 174,694,999 shares on 28 January 2022 and held none afterwards, and lists Church Water Investment Limited with 392,546,862 shares. ¹⁴

documentedCompanies House lists The Kuwait Investment Authority, an autonomous governmental body established under Kuwait's Law No. 47 of 1982, as the only person with significant control of Wren House Infrastructure Management Limited (08478917) since 6 April 2016, through 75% or more of the shares and voting rights and the right to appoint or remove directors. ¹⁸

documentedKemble Water Holdings Limited's 2012/13 accounts show TWUL's regulated business with turnover of £1,758.9 million (2011/12: £1,670.9 million), underlying operating profit of £543.4 million (£594.4 million), net interest expense of £415.0 million (£425.4 million) and underlying profit before tax of £128.4 million (£169.0 million), against net interest of £535.8 million and an underlying loss before tax of £20.1 million for the whole Kemble group; the difference in interest reflects debt held above TWUL. The accounts list fifteen directors during the year, chaired by Sir Peter Mason, with alternates. ⁸

qualification

The figures are read from an image-based copy of the accounts whose text layer drops decimal points.

documentedGLEIF's record for LEI 2138003A8GC5KL85UR35 names KEMBLE WATER FINANCE LIMITED, registered as 05819317 in Great Britain. ¹

documentedGLEIF's record for LEI 213800S7UU2MQXYJQO60 names THAMES WATER (KEMBLE) FINANCE PLC, registered as 07516930, previously named Hackplimco (No. 120) plc, with its legal address at 7th Floor, 3 More London Riverside, London SE1 2AQ and active status. ¹

documentedThames Water (Kemble) Finance PLC (07516930) is a subsidiary of Kemble Water Finance Limited, which Companies House lists as its person with significant control since 6 April 2016 with 75% or more of the shares and voting rights and the right to appoint or remove directors. The group's website lists it among the other companies in the Kemble group and says it "raises debt to fund TWUL". ^{2 3}

documentedKemble Water Holdings Limited's consolidated borrowings at 31 March 2023 — which include the operating group's debt — were £5,370.9 million of secured bank loans and private placements, £11,636.5 million of bonds and £1,045.9 million of other financing, with £207.7 million of interest payable, a total of £18,261.0 million (2022: £15,421.2 million). The accounts distinguish Kemble Water Finance Limited's secured bank loans, held under an intercreditor deed with the holding company's security trustee, from the operating group's securitisation, in which TWUHL, TWUL and TWUF are obligors under a separate Security Trust and Intercreditor Deed with the operating company's security trustee. ⁴

documentedKemble Water Finance Limited itself owed £943.0 million of secured bank loans and private placements at 31 March 2023: a £200.0m floating rate loan due 2025, fixed rate loans of £4.5m, £5.5m, £100.0m and £200.0m at 5.3% due 2025, a £149.8m 5.39% loan due 2026, a £190.0m floating rate loan due 2024 and private placements of £50.0m at 5.26% due 2027 and £50.0m at 5.27% due 2028. ⁴

documentedThames Water (Kemble) Finance plc was the issuer of a £400.0m 4.625% fixed rate bond due 2026, carried at £398.9 million at 31 March 2023; its £175.0m 5.875% bond due 2022 was no longer outstanding at that date. ⁴

documentedKemble Water Finance Limited and its subsidiary Thames Water (Kemble) Finance plc, together described as the Kemble Financing Group, have given security by debenture over their assets under an intercreditor agreement, and Kemble Water Finance Limited guarantees its subsidiary's secured debt. The face value of debt at the Kemble Water Finance Limited level at 31 March 2023 was £949.8 million, and £400.0 million at the Thames Water (Kemble) Finance plc level (2022: £515.1 million). Each company's Companies House register shows a fixed and floating security document created on 7 April 2011 in favour of Deutsche Trustee Company Limited; two debentures created by Kemble Water Finance Limited on 13 October 2006 in favour of Barclays Bank PLC, as security agent for the secured creditors, were satisfied on 11 April 2011. ^{4 5 6}

documentedKemble Water Finance Limited's prospectus of 8 January 2021, for £50,000,000 5.26% senior secured Series 4 notes due 2027 and £50,000,000 5.27% Series 5 notes due 2028, describes the notes as secured obligations of the issuer under a security agreement in favour of the security trustee and an intercreditor agreement, secured by fixed security over all its shares in Thames Water (Kemble) Finance Plc and Thames Water Limited, its real property, book debts and bank accounts, an assignment of its rights under the transaction documents and a floating charge over all its assets. ⁷

documentedThe same prospectus describes Kemble Water Finance Limited as a holding company with no material direct business operations, whose principal assets are its direct and indirect interests in its operating subsidiaries, primarily Thames Water Utilities Limited, and which depends on loans, interest, dividends and other payments from them; it states that those subsidiaries are separate legal entities with no obligation, contingent or otherwise, to pay amounts due under the notes or to make funds available for them. ⁷

documentedAt Kemble Water Holdings Limited's level, the 2022/23 accounts show £310.4m 4.830% fixed rate shareholder loan notes due 2031, owned by the shareholders and carried at £552.8 million after capitalised interest, and £515.0m 8.000% fixed rate convertible loan notes due 2028, carried at £493.1 million. On 28 March 2023 Kemble Water Holdings Limited was substituted for Kemble Water Eurobond plc as issuer of the shareholder loan notes, whose principal had grown to £539.8 million through capitalised interest, and lent Kemble Water Eurobond plc the same amount on matching terms. ⁴

documentedKemble Water Holdings Limited's 2022/23 accounts describe two unsecured intercompany loans from Kemble Water Holdings Limited to Kemble Water Eurobond plc mirroring the shareholder instruments — one with an original notional value of £540 million at 4.83%, on which KWE may capitalise interest, and one passing on the March 2023 convertible note proceeds with a 10 basis point margin — and a £3.1 billion intercompany loan from Kemble Water Eurobond plc to Kemble Water Finance Limited. ⁴

documentedKemble Water Holdings Limited's 2012/13 accounts state that, for the debt of £750.0 million held outside the securitised group, Thames Water Utilities Limited's dividends were passed up the group structure to fund Thames Water (Kemble) Finance Plc and Kemble Water Finance Limited, and that if TWUL were unable to pay dividends the group's shareholders would have to find an alternative source of external funding to service those debts. Kemble Water Finance Limited's debt at that level included a £425m facilities agreement with RBS as facility agent, of which £350m was outstanding at 31 March 2013, secured by a debenture. ⁸

documentedIn 2012/13 the shareholders of Kemble Water Holdings Limited owned, in proportion to their shareholdings, £310.4 million of bonds issued by its immediate subsidiary Kemble Water Eurobond Plc. The group counted them in its net debt of £9,606.4 million but excluded them from covenant calculations, and treated the interest on them as part of the distribution to shareholders: £17.5 million of interest and £74.5 million of dividends made a total distribution of £92.0 million in 2012/13 (2011/12: £34.9 million and £165.1 million, £200.0 million in total). ⁸

documentedAt 31 March 2013 the Kemble Water Holdings Limited group had £1,198.7 million of secured bank loans and £8,691.1 million of other loans, all secured except one £310.4 million loan, and the group arranged its debt through Thames Water Utilities Finance Limited, Thames Water Utilities Cayman Finance Limited, Kemble Water Finance Limited and Thames Water (Kemble) Finance Plc. ⁸

documentedKemble Water Holdings Limited's directors described it in the 2022/23 accounts as a holding company with no material direct operations, mainly dependent on Thames Water Utilities Limited as the regulated entity that generates the funds Kemble Water Finance Limited and Thames Water (Kemble) Finance need to meet their obligations. They expected TWUL to continue distributing dividends so that Kemble Water Finance Limited could service its external interest and refinance a £190 million facility, while recognising the risk of a cash lock-up at TWUL and, under a severe downside scenario, forecast non-compliance with the interest cover covenant of a £200 million bilateral facility due in July 2025. ⁴

documentedThe High Court's February 2025 judgment records, on the unchallenged evidence of Thames Water's general counsel, that the group's ultimate shareholders provided £500 million of new equity in March 2023 and agreed to provide £750 million in March 2024 subject to conditions, but in March 2024 took the view that the PR24 business plan was "unfinanceable and uninvestible" and declined to provide it; from April 2024 members of the Kemble group announced that they would not service their own debt and defaulted on all debt payments. ^{9 10}

response

The plan company's explanatory statement describes the Thames Water group as effectively ring-fenced from the Kemble group by the regulatory restrictions in TWUL's licence.

documentedKemble Water Holdings Limited extended its accounting period ending 31 March 2024 to 30 September 2024 (form AA01 filed on 25 September 2024). Its filing history through September 2026 shows no later annual accounts and no appointment of an administrator or liquidator; its registered office moved on 18 November 2025 from Clearwater Court, Reading, to 7th Floor, 3 More London Riverside, London SE1 2AQ. ^{13 14}

documentedKemble Water Finance Limited also extended its accounting period to 30 September 2024 and has filed no annual accounts since; its filing history to May 2026 shows no administrator or liquidator. Its confirmation statement made up to 14 May 2024 was filed with updates on 20 June 2024, those for 14 May 2025 and 15 May 2026 with no updates, and its registered office moved to 3 More London Riverside on 18 November 2025. ¹⁵

documentedKemble Water Eurobond Plc and Thames Water (Kemble) Finance PLC each extended their accounting period to 30 September 2024 on 25 September 2024 and moved their registered offices to 3 More London Riverside on 18 November 2025. The last annual accounts filed by Thames Water (Kemble) Finance PLC were full accounts made up to 31 March 2023, and neither company's filing history shows an administrator or liquidator; Kemble Water Eurobond Plc filed confirmation statements with no updates on 15 October 2025 and 15 October 2026. ^{16 17}

documentedAn archived copy of Thames Water Limited's Companies House record from March 2026 shows its accounts as overdue: its last accounts were made up to 31 March 2023, and the next, made up to 30 September 2024, were due by 30 September 2025; its last confirmation statement was dated 31 July 2025. ¹⁸

documentedKemble Water Holdings Limited's 2022/23 accounts reported that the group's statutory net debt had risen by £1,568 million to £16,347 million (2022: £14,779 million), while its regulatory capital value rose by £2,304 million to £18,945 million; covenant gearing was 84% (2022: 88%) against a 95.0% maximum, the post-maintenance interest cover ratio 1.1x against a 1.05x minimum, and EBITDA interest cover 3.3x. New debt and facilities equivalent to £3,550 million were completed in the group during the year. ⁴

documentedGLEIF's record for LEI 549300OPDMK6XNMN2594 names HERMES GPE LLP, registered as OC348770, with its legal address at 150 Cheapside, London EC2V 6ET. ¹

documentedCompanies House lists Thames Water Utilities Holdings Limited (06195202) as the only person with significant control of Thames Water Utilities Limited, notified on 6 April 2016, through ownership of 75% or more of the shares and voting rights and the right to appoint or remove directors. ²

documentedCompanies House lists Thames Water Limited (02366623) as the person with significant control of Thames Water Utilities Holdings Limited, notified on 6 April 2016, through 75% or more of the shares and voting rights and the right to appoint or remove directors. ³

documentedCompanies House lists Kemble Water Finance Limited (05819317) as the person with significant control of Thames Water Limited, notified on 6 April 2016, through 75% or more of the shares and voting rights. ⁴

documentedCompanies House lists Kemble Water Eurobond Plc (05957999), a public limited company, as the person with significant control of Kemble Water Finance Limited, notified on 6 April 2016, through 75% or more of the shares and voting rights and the right to appoint or remove directors. ⁵

documentedCompanies House lists Kemble Water Holdings Limited (05819262) as the person with significant control of Kemble Water Eurobond Plc, notified on 6 April 2016, through 75% or more of the shares and voting rights and the right to appoint or remove directors. ⁶

documentedKemble Water Holdings Limited has no registered person with significant control. Since 1 June 2017 its register carries a statement that the company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to it. ⁷

documentedCompanies House lists Thames Water Utilities Limited as the person with significant control of Thames Water Utilities Finance plc (02403744), notified on 6 April 2016, through 75% or more of the shares and voting rights and the right to appoint or remove directors. ⁸

documentedCompanies House lists Thames Water Utilities Limited as the person with significant control of Thames Water Super Senior Issuer plc (16110279) from 25 February 2025, through 75% or more of the shares and voting rights and the right to appoint or remove directors. Before that, from 29 November 2024 to 25 February 2025, the person with significant control was Thames Water Super Senior Holdco Limited (16110214). ⁹

documentedThe group's own description of the companies between Kemble Water Holdings Limited and the operating company states that Kemble Water Holdings Limited was set up in 2006 for investors to hold shares; Kemble Water Eurobond plc was set up to raise debt from shareholders to help buy TWUL in 2006; Kemble Water Finance Limited was set up to raise debt from external lenders for the same purchase, held in a separate company closer to TWUL because external lenders require greater security; Thames Water Limited, once listed on the London Stock Exchange, now holds pension obligations and other non-regulated companies; Thames Water Utilities Holdings Limited was set up in 2007 for the whole business securitisation and gives its lenders security over the shares in TWUL; and Thames Water Utilities Finance plc and Thames Water Super Senior Issuer plc raise debt and super senior debt to fund TWUL. ¹⁰

documentedKemble Water Holdings Limited's 2022/23 consolidated accounts list, at 31 March 2023, Kemble Water Eurobond plc and Kemble Ventures Holdings Limited as its direct 100% subsidiaries, and Kemble Water Finance Limited, Thames Water (Kemble) Finance plc, Thames Water Limited, Thames Water Utilities Holdings Limited, Thames Water Utilities Limited and Thames Water Utilities Finance plc among its indirect 100% subsidiaries. ¹¹

documentedThames Water's structure web page, as retrieved on 17 October 2026, lists Kemble Water Holdings Limited's external shareholders and their year of entry as: Ontario Municipal Employees Retirement System (OMERS), 31.777% (2017–2018); Universities Superannuation Scheme (USS), 19.710% (2017, 2021); Infinity Investments SA, described as a subsidiary of the Abu Dhabi Investment Authority, 9.900% (2011); British Columbia Investment Management Corporation (BCI), 8.706% (2006); Hermes GPE, 8.699% (2012); China Investment Corporation (CIC), 8.688% (2012); Queensland Investment Corporation (QIC), 5.352% (2006); Aquila GP Inc., described as a wholly owned subsidiary of Fiera Infrastructure Inc., 4.996% (2013); and Stichting Pensioenfonds Zorg en Welzijn (PFZW), 2.172% (2006). ^{10 12}

qualification

Thames Water Utilities Limited's 2024/25 annual report states that Hermes GPE was listed in error as a shareholder in the previous year's accounts: the legal owner of the 8.699% interest is BriTel Fund Trustees Limited, custodian trustee of the BT Pension Scheme, and Hermes GPE acts as its investment manager.

documentedKemble Water Holdings Limited's confirmation statement made up to 25 September 2024 records 1,991,600,000 ordinary shares with an aggregate nominal value of £1,991,600,000, each carrying one vote, and lists these registered holders: Aquila GP Inc., as general partner of the Aquila Sonnet Limited Partnership, 99,493,484 shares; BriTel Fund Trustees Limited, as custodian trustee of the BT Pension Scheme, 173,251,041; Church Water Investment Limited, 392,546,862; Cicero Investment Corporation, 173,032,146; Infinity Investments SA, 197,168,400; OMERS Farmoor SGP LP, 435,906,071; OMERS Farmoor 2 Holdings B.V., 110,129,892; OMERS Farmoor 3 Holdings B.V., 86,833,760; QIC Infrastructure Management Pty Ltd, as trustee for QIC Infrastructure Portfolio No. 3 Trust, 106,583,411 (the same number of shares was transferred out of its holding as trustee for the No. 1 Trust on 13 November 2023); Stichting Pensioenfonds Zorg en Welzijn, 43,258,036; and Terrace IRR GP Inc, 173,396,897. ¹³

documentedKemble Water Holdings Limited filed its confirmation statements made up to 25 September 2025 and 25 September 2026 "with no updates", so the register shows no change to the shareholder list and share capital stated for 25 September 2024. ¹⁴

documentedCompanies House lists L3 Investment Holdings LP, a Scottish limited partnership (SL024106) at 50 Lothian Road, Edinburgh, as the only person with significant control of Church Water Investment Limited (10859956), notified on 24 July 2017, through 75% or more of the shares and voting rights and the right to appoint or remove directors. ^{15 16}

documentedCompanies House lists two persons with significant control of L3 Investment Holdings LP, both notified on 24 July 2017: Universities Superannuation Scheme Limited (01167127), a company limited by guarantee at the Royal Liver Building, Liverpool, with 75% or more of the voting rights and of the right to surplus assets and the right to appoint or remove persons; and L3 Investment Holdings Gp Limited (SC521123), Edinburgh, with the right to appoint or remove persons. ¹⁶

documentedUniversities Superannuation Scheme Limited, the trustee company of the Universities Superannuation Scheme, owns the share capital of a number of investment holding companies used to administer the scheme's investments, according to the scheme's 2020/21 report and accounts. Its own Companies House register has no person with significant control and has carried, since 12 October 2016, a statement that there is no registrable person or registrable relevant legal entity. ^{17 18}

documentedSince 7 January 2019 the company secretary of Church Water Investment Limited has been USS Secretarial Services Limited (11749329), with the correspondence address c/o Universities Superannuation Scheme Limited, Royal Liver Building, Liverpool. ¹⁹

documentedKemble Water Holdings Limited's confirmation statement made up to 25 September 2022 lists OMERS Farmoor Singapore Pte. Ltd as the holder of 435,906,071 shares, together with OMERS Farmoor 2 Holdings B.V. (110,129,892) and OMERS Farmoor 3 Holdings B.V. (86,833,760). In the statement made up to 25 September 2024 a holding of the same 435,906,071 shares is listed under OMERS Farmoor SGP LP. ^{20 13}

qualification

Companies House notes on the 2022 statement that a second filed confirmation statement changing the statement of capital and shareholder information was registered on 2 July 2024; the record does not show which entries it changed.

documentedIn a response to an Ofwat consultation dated 17 May 2018 and published by Ofwat, BCI stated that it had first acquired a minority interest in Kemble Water Holdings Limited, owner of Thames Water Utilities Limited, in 2006, had increased it in 2010 and 2011, and then owned 8.7% of Kemble. The letter was signed by Lincoln Webb as President of BCIMC SIIF101 2006 Investment Corporation and BCIMC WCBAF SIIF101 2006 Investment Corporation, from a bci.ca address, with a copy to BCI's chief executive Gordon Fyfe. ²²

documentedA 2007 filing with the U.S. Securities and Exchange Commission describes British Columbia Investment Management Corporation (bcIMC) as an entity created by legislative act of the Government of British Columbia under the Public Sector Pension Plans Act 1999, carrying on trust and investment management business from Victoria, British Columbia, and lists Lincoln Webb as its Vice President, Private Placements. ²³

documentedCorporations Canada's record for Terrace IRR GP Inc. (corporation 12452464) shows a federal corporation incorporated on 27 October 2020 with its registered office at 750 Pandora Avenue, Victoria, British Columbia, and Lincoln Webb as its only listed director. The record states that the corporation is excluded from reporting individuals with significant control because it is a Crown corporation or a wholly owned subsidiary of a Crown corporation (last confirmed 31 October 2025). ²⁴

documentedCorporations Canada's record for bcIMC WCBAF SIIF101 2006 Investment Corporation (corporation 12605287) shows a corporation formed on 2 January 2021 by amalgamation of nine corporations, including an earlier corporation of the same name (6564127), with its registered office at 750 Pandora Avenue, Victoria, and Lincoln Webb as its only listed director. It too is excluded from reporting individuals with significant control as a Crown corporation or a wholly owned subsidiary of one (last confirmed 9 January 2026). ²⁵

documentedThames Water Utilities Limited's 2024/25 annual report lists BriTel Fund Trustees Limited, custodian trustee of the BT Pension Scheme, as the holder of 8.699% of Kemble Water Holdings Limited, and Hermes GPE as the investment manager acting on its behalf. ¹²

documentedCompanies House lists Federated Hermes Limited (01661776) as the person with significant control of Hermes GPE LLP (OC348770) since 6 April 2016, through 75% or more of the voting rights and of the right to surplus assets; GPE Partner Limited (07717749), which held more than 25% but not more than 50% of the voting rights from the same date, ceased to be a person with significant control on 30 May 2024. ²⁶

documentedIn a letter of 8 September 2025 to the chair of the House of Commons Business and Trade Committee, Ofwat stated that it continued to consider Kemble Water Holdings Limited, as the United Kingdom holding company, and six entities — Infinity Investments S.A, bcIMC WCBAF SIIF101 2006 Investment Corporation, Cicero Investment Corporation, OMERS Infrastructure European Holdings B.V., BriTel Funds Limited and Church Water Investment Limited — to be the Ultimate Controllers of Thames Water Utilities Limited under its licence, because they remain in a position to materially influence its policy and affairs whether or not they exercise those rights. Ofwat based this on the ownership structure and the governance arrangements put in place by the owners, including a shareholders' agreement. ²⁷

qualification

The licence defines an Ultimate Controller as a person in a position to control or materially influence the policy or affairs of the company in Ofwat's reasonable determination; the classification describes ability, not how the shareholders currently act.

documentedThe same Ofwat letter records that certain shareholders had withdrawn their directors from Thames Water Utilities Limited's board and, according to the company, were not taking an active role in its affairs, so that the company was no longer consulting its shareholders as it used to; Ofwat tested whether this changed the Ultimate Controllers and concluded that it did not. ²⁷

documentedOfwat's 8 September 2025 letter states that no individual creditor or group of creditors of Thames Water Utilities Limited — including the more than 100 financial institutions advised by Akin Gump LLP, which hold over £13 billion of Class A and super senior debt, and their informal coordinating committee, some of whose members holding over £8 billion were preparing a recapitalisation proposal — was then in a position to exert material influence amounting to Ultimate Control, because they hold no shares, no right to appoint directors and no veto or other governance rights. Ofwat added that if the equity raise significantly changed the shareholders it would expect the Ultimate Controllers to change, and that it would then require undertakings from any new Ultimate Controllers. ²⁷

documentedOfwat's letter of 28 January 2025 to Thames Water Utilities Limited, which was filed with the High Court in the restructuring plan proceedings, concluded that no change of Ultimate Controllers had occurred or would occur if the financing agreements took effect after sanction of the plan. ²⁷

documentedThames Water Utilities Limited paid interim dividends of £231.4m in 2012/13 (2011/12: £279.5m). Kemble Water Holdings Limited's accounts for that year show their use within the group: £92.0m went to the ultimate shareholders as dividends and Kemble Water Eurobond interest (2011/12: £200.0m), £60.0m paid interest on the debt of Kemble Water Finance Limited and Thames Water (Kemble) Finance Plc, and the rest went in intragroup settlements, including group relief payments by which Thames Water Limited reduced its debt to TWUL and £39.4m received by Thames Water Utilities Holdings Limited to pay interest it owed TWUL. ³

documentedIn written evidence to a House of Commons committee dated 15 August 2023, Thames Water stated that over the previous six years TWUL had paid an internal dividend averaging £47.7 million a year (a yield of 1.49%) to Thames Water Utilities Holdings Limited solely to service debt obligations and group costs of other Kemble group companies, that for the sixth year in a row no income had been paid to the external shareholders of Kemble Water Holdings Limited, and that since the start of the 2020–25 price control period shareholders had injected £880 million, sourced from holding-company debt and shareholder equity. ⁴

documentedKemble Water Holdings Limited paid no dividends or interest on shareholder debt to its external shareholders in 2022/23. The company itself received £29.0 million of dividends from its subsidiaries in 2022/23 (2021/22: £187.0 million) and paid £186.6 million of group relief in 2021/22. ⁵

documentedThe £500.0 million of net proceeds from the convertible loan notes that Kemble Water Holdings Limited issued to its shareholders on 29 March 2023 passed down the chain: Kemble Water Eurobond plc invested £476.8 million in Kemble Water Finance Limited's equity and settled £23.2 million of group relief; Kemble Water Finance Limited paid £500.0 million of interest on its £3.1 billion intercompany loan from KWE, which KWE reinvested as equity; Kemble Water Finance Limited invested £500.0 million in Thames Water Limited, which invested it in Thames Water Utilities Holdings Limited; and TWUHL used it to repay £500.0 million of intercompany loans to Thames Water Utilities Limited (£444.3 million of principal and £55.7 million of interest). ⁵

documentedIn October 2023 Thames Water Utilities Limited paid dividends of £37.5 million to Thames Water Utilities Holdings Limited, which passed them to Thames Water Limited and on to Kemble Water Finance Limited; KWF retained the money to service its own external debt and that of its subsidiary Thames Water (Kemble) Finance plc. TWUL told Ofwat that the payment would fund Kemble's debt service only until the end of January 2024 and would not enable Kemble to pay dividends to its shareholders. ^{6 7}

documentedOn 27 March 2024 Thames Water Utilities Limited's board approved further interim dividends of £158.3 million, which Ofwat records as funding a £27.1 million pension top-up under the Internal Inflation Mechanism, paid by Kemble Water Eurobond plc on TWUL's behalf, and the surrender of TWUL's 2023 tax losses to other Kemble group companies, settled by Kemble Water Eurobond plc and Thames Water Limited (£131.3 million). According to TWUL's 2024/25 annual report, the £27.1 million was matched by an issue of 27.1 million £1 shares to Thames Water Utilities Holdings Limited and paid directly into the pension schemes under a net settlement deed, and the £131.2 million dividend was netted against group relief payments of £153.6 million owed by Thames Water Limited, Thames Water Utilities Finance plc and Kemble Water Eurobond plc and against intercompany loans, so that TWUL made no cash payment for it. ^{7 6}

documentedThames Water Utilities Limited's dividends to Thames Water Utilities Holdings Limited were £195.8 million for the year to 31 March 2024 and nil for the year to 31 March 2025. The 2024/25 annual report breaks the 2023/24 total down as nothing to the external shareholders of Kemble Water Holdings Limited, £37.5 million for Kemble Water Finance Limited's debt service costs, and £27.1 million (pension payment) and £131.2 million (group relief and intercompany loans) net settled against other intercompany transactions. ⁶

documentedIn a decision notice of May 2025, Ofwat found that Thames Water Utilities Limited had contravened Condition P30 of its licence — which requires dividends to take account of service delivery for customers and the environment, performance and other obligations — in approving the October 2023 dividends of £37.5 million, and in approving the £131.3 million part of the March 2024 dividends linked to the surrender of tax losses, which Ofwat said extracted value from the regulated company; it found no net detriment from the £27.1 million pension element. Ofwat imposed a penalty of 0.75% of relevant turnover, £18.2 million, reduced from a 1.0% starting point because this was its first intervention under the new condition. It issued no enforcement order because the company had entered cash lock-up after its credit rating downgrade in April 2024, which requires Ofwat's approval before any dividend, and had updated its dividend policy; it confirmed that the tax losses surrendered by Thames Water had been held over into the 2029 price review (PR29) to offset against future tax allowances. ^{7 6 1}

response

During the investigation TWUL maintained that its board had considered all its legal and regulatory obligations, and that the October 2023 dividend was paid solely to fund Kemble Water Finance Limited's interest in order to preserve the prospect of new equity. In response to the draft decision it argued that Ofwat had misinterpreted and misapplied Condition P30, substituted its own judgement for the board's, and found a breach from a lack of evidence, which it called an unacceptable reversal of the burden of proof.

outcome

Ofwat issued the £18.2 million penalty notice on 28 May 2025, after proposing it in December 2024; the payment schedule agreed in August 2025 is described with the wastewater penalty.

documentedNo dividends were paid by Thames Water Utilities Limited in 2024/25 or 2025/26, nor in the six months to 30 September 2025, and no distributions reached the external shareholders of Kemble Water Holdings Limited. Dividends are not currently permitted under the licence and the securitisation documents because of the cash lock-ups triggered by the credit rating downgrades below investment grade in 2024. ^{8 9}

documentedThames Water Utilities Holdings Limited, TWUL's immediate parent, owed TWUL £1,249.1 million of principal at 31 March 2025 under two unsecured loans at SONIA plus 0.6266%: £735.7 million originally repayable on 30 August 2037, extended on 25 February 2025 to 30 August 2039, and £513.4 million no longer repayable on demand while the stable platform period lasts (until the next senior debt maturity, then 22 March 2027). TWUL accrued £70.0 million of interest on them in 2024/25, and £140.4 million of interest was outstanding at 31 March 2025. ⁶

documentedThames Water Utilities Limited has written down its loans to Thames Water Utilities Holdings Limited in full. In 2024/25 it recognised an additional expected credit loss provision of £1,270.6 million (2023/24: £118.9 million), reducing the net balance owed by TWUHL to nil (2024: £1,200.6 million); it modelled no scenario in which TWUL dividends would enable TWUHL to repay, because it did not forecast paying dividends in the 2025–30 regulatory period. In the six months to 30 September 2025 a further £30.5 million of interest was accrued and fully provided for, and TWUL classified the loans as credit-impaired after the publication of the creditors' recapitalisation plan, expecting them to be written off. ^{6 9}

documentedThames Water Utilities Holdings Limited's own accounts at 31 March 2026 show it owing its parent Thames Water Limited £2,282.2 million of principal and £1,571.9 million of interest, and its subsidiary TWUL £1,249.1 million and £199.0 million of interest. The largest item, £1,980.1 million owed to Thames Water Limited, is unpaid deferred consideration for TWUHL's purchase of Thames Water Utilities Limited, bearing interest at 10%, repayable at TWUHL's discretion by 2056, a date extended on 25 February 2025 to 2058; the remainder consists of loans of £220.1 million, £50.0 million, £30.0 million and £2.0 million at 5.40–5.47%. TWUHL repaid none of the deferred consideration or interest in 2024/25 or 2025/26. ⁸

documentedThe High Court's February 2025 judgment describes the subordinated debt owed by Thames Water Utilities Holdings Limited to Thames Water Limited as principally a loan totalling £4.25 billion, of which £1.98 billion of principal and £1.25 billion of accrued unpaid interest remained outstanding, maturing on 21 June 2056, plus four loans totalling £331 million payable on demand; the restructuring plan defines one of these as a £249,800,000 5.47% loan entered into on 29 April 2019 and amended on 1 December 2023. ^{1 10}

documentedDuring the stable platform period — which ends on a successful recapitalisation or at the group's earliest debt maturity, then 22 March 2027 — neither Thames Water Utilities Limited nor Thames Water Limited can demand repayment of their intercompany loans, including interest, from Thames Water Utilities Holdings Limited. In TWUHL's group accounts the amounts owed to Thames Water Limited totalled £3,854.2 million at 31 March 2026 (2025: £3,638.4 million), unsecured. ⁸

documentedThe related-party note in Thames Water Utilities Holdings Limited's 2025/26 accounts shows £215.8 million under services provided to the group by Thames Water Limited in 2025/26 (2024/25: £215.5 million), while the group provided services of £0.8 million to Kemble Water Holdings Limited, £0.3 million to Kemble Water Finance Limited and smaller amounts to other Kemble companies. TWUL's interim accounts state that it provides support and payroll services to Kemble group companies under arm's-length agreements and recharges them. ^{8 9}

documentedThames Water Utilities Limited's 2024/25 results state that the group was not paying corporation tax in cash to HMRC, although it pays or receives amounts for group relief, mainly because of capital allowances, deductions for borrowing costs and group relief arising on interest expenses in holding companies; in 2024/25 TWUL and Thames Water Utilities Finance plc changed their position and stopped paying for group relief. ¹¹

documentedTWUL's exceptional costs for 2024/25 totalled £1,776 million: a £1,271 million expected credit loss provision against its loan to Thames Water Utilities Holdings Limited, now fully provided for as not recoverable; £122 million of provisions for Ofwat fines; £151 million of restructuring costs; £198 million of consent fees for the restructuring plan; and £33 million of turnaround and transformation spending. The company stated that, apart from the turnaround spending, these costs would not be borne by customers. ¹¹

documentedIn a letter of 28 January 2025 to TWUL, copied to the court, Ofwat's general counsel said that Ofwat did not intend to attend the restructuring plan sanction hearing, had found no change of Ultimate Controller in the finance documents, had consented only to the elements of the plan that required its consent, and did not object to either the company's plan or the alternative plan. She said that if TWUL's board concluded that the company could not pay its debts and asked Ofwat to petition for special administration, Ofwat would likely apply on the ground of inability to pay debts under section 24(2)(c) of the Water Industry Act 1991, after obtaining the Environment Secretary's consent; that Ofwat was likely to accept the board's conclusion if other funding options were exhausted; and that its contingency planning would allow it to apply promptly. ¹

documentedIn March 2023 the ultimate shareholders of the Thames Water group provided £500 million of new equity and agreed to provide a further £750 million in March 2024 subject to conditions; they declined to provide it, considering the conditions unmet. Advised by Rothschild & Co on raising equity, Thames Water Utilities Limited announced on 9 July 2024, after Ofwat's draft determination, that it would engage with potential investors and creditors to raise new equity. On 12 July 2024 a deterioration in the group's forecast financial ratios caused a trigger event under its financing documents, after which it could incur no further debt beyond drawings, extensions and rollovers of existing facilities. On 20 September 2024 TWUL reported liquidity of £1.57 billion at 31 August 2024 — £1.15 billion of cash (£0.38 billion of it required to be held in reserves) and £0.42 billion of undrawn Class A and Class B facilities — with a further £0.55 billion of reserve liquidity facilities available only in a standstill, and said that without creditor consent its available cash would run out at the end of December 2024. ^{1 2}

documentedThe earliest maturing Class A debt was TWUL's US$285 million Class A senior notes (the US PPNs), due on 22 March 2025, under which £209 million of principal and £15 million of interest fell to be paid on 24 March 2025. Failure to pay would be an Event of Default putting the group into a Standstill Period, in which NatWest Markets plc, appointed Standstill Cash Manager, would take over operation of the group's bank accounts and could pay certain operating and capital expenditure but not enhancement capital expenditure. ^{1 3}

documentedNegotiations between the group, Jefferies and Akin Gump (advisers to the ad hoc group of Class A creditors) and members of a separate Class A creditor group produced the October STID Proposals, a Transaction Support Agreement and a Class A Backstop Agreement underwriting new money, all dated 25 October 2024. Waivers granted by the Class A creditors gave the group access to over £400 million of restricted cash, extending its liquidity runway from December 2024 to March 2025, and allowed it to start the restructuring plan. Hedge providers and holders of Class A and Class B debt who acceded to the agreement were entitled to consent fees of 0.75% (by 11 November 2024) or 0.5%, payable as non-interest-bearing notes, loans or deferred fees at the end of the stable platform period. By 10 December 2024 the agreement had been signed by 90% of Class A creditors by principal and make-whole amounts and 91.09% by the balance of Class A debt, but by only 7.4% of Class B creditors. ^{1 2}

documentedThe ad hoc group of Class B creditors, advised by Quinn Emanuel, sent an alternative proposal for the interim financing on 22 October 2024 and, on 7 November 2024, a Class B Backstop Agreement between the plan company, TWUL, Thames Water Utilities Finance plc and backstop parties, with Kroll Issuer Services as lock-up agent, to provide the whole of the new money. Around 17 October 2024 Jefferies and Akin Gump had ceased to act for members of the Class A group who also held Class B debt, having identified a conflict of interest. Polus Capital Management, a member of the Class B group, held £77 million of Class A debt and £206 million of Class B debt; Covalis Capital, a participant in the equity raise that submitted an indicative equity bid on 5 December 2024, was one of the Class B backstop parties. On 24 January 2025 the Class B group's solicitors issued a claim, in the name of Westonbirt Fund LP, for an alternative creditors' plan (the B Plan); the Class B group then held 75% of the Class B debt. The same day TWUL launched a fallback STID proposal (the Reinstated Plan) in case the company's plan was not sanctioned. ¹

documentedOn 10 December 2024 Thames Water Utilities Holdings Limited applied under Part 26A of the Companies Act 2006 to convene meetings of its finance creditors on a restructuring plan intended to provide interim bridge funding pending a more substantive restructuring. On 17 December 2024 Trower J ordered seven meetings ([2024] EWHC 3310 (Ch)), finding that TWUHL faced financial difficulties affecting its ability to carry on business as a going concern and that the bridge finance was intended to mitigate them; the comparator used for the classes was a special administration of TWUL with ordinary administration of the other group companies. He stressed that he was not considering the merits or fairness of the plan. On 21 January 2025 he refused permission for expert economic evidence on competition law ([2025] EWHC 84 (Ch)). ^{2 1 4}

documentedThe debt covered by the plan comprised £550 million of undrawn liquidity facilities; Class A debt of about £14.747 billion at the end of March 2024, in more than 60 issues of bank facilities, private notes and public bonds, all borrowed or issued by Thames Water Utilities Limited or Thames Water Utilities Finance plc; Class B debt of about £1.366 billion borrowed or issued by the same two companies; interest-rate and index-linked hedging liabilities with a mark-to-market value of about £1.7 billion and currency hedges; and about £3.4 billion of subordinated loans owed by the plan company, TWUHL, to its parent Thames Water Limited. TWUHL — a holding company with no employees and no material assets other than its shares in its subsidiary — guarantees TWUL's and TWUF's obligations under the finance documents, TWUL and TWUF guarantee each other's, and TWUHL entered into a deed of contribution with them for the secured debt. The group's total external non-hedging debt was about £19 billion at 28 November 2024. ^{2 1 5}

documentedThe plan (the Interim Platform Transaction) extended the final maturities and scheduled amortisation of the Class A, Class B and subordinated debt by two years, so that the earliest extended Class A or Class B maturity falls in March 2027, cancelled all undrawn commitments under the liquidity facilities and the Class A and Class B debt, and temporarily suspended a number of financial and other covenants until the earliest debt maturity. It provided £1.5 billion of super senior funding with capacity for a further £1.5 billion: a new subsidiary of TWUL, Thames Water Super Senior Issuer plc, issues bonds and a term loan maturing two years and six months after first funding, at a 3% discount (a price of 97%) and 9.75% cash interest payable semi-annually, sharing the existing security package, guaranteed by TWUL and TWUHL with a cross-guarantee from TWUF; all Class A and Class B holders may participate pro rata, and the funding ranks ahead of all existing plan debt other than certain hedging liabilities. TWUL borrows the proceeds under a Super Senior Class A Issuer Borrower Loan Agreement with the issuer and Kroll Trustee Services Ltd as security trustee, on a monthly schedule from £293 million in February 2025 to £112 million in August 2025. ^{1 5 6 7}

documentedThe last two tranches of the initial super senior loan, £462 million due on 31 July and 31 August 2025, and the £1.5 billion accordion were payable only if the June Release Condition was met by 30 June 2025: a lock-up agreement for a recapitalisation, to be implemented through a restructuring plan, signed by holders of at least two-thirds of the super senior funding and of the Class A debt (a Supported LUA). TWUL may request accordion increases on no more than two occasions, each of no more than £750 million. Each obligor must have at least two independent non-executive directors with restructuring experience — Aidan de Brunner and Neil Robson at the restructuring date — whose replacement, and that of TWUL's chief restructuring officer, needs the super senior security trustee's consent. A decision to ask for a CMA redetermination of the PR24 final determination requires approval by a majority of TWUL's directors and by each of these nominated independent directors. ^{1 5}

documentedAt the plan meetings on 21 January 2025 the plan was approved by 100% of those voting in the liquidity facility, interest-rate and index-linked hedge and currency hedge classes, and by 98.06% of the Class A make-whole class and 98.99% of the other Class A creditors. 15.5% of the Class B creditors voted for it and 84.49% against, and Thames Water Limited, TWUHL's parent and the only member of the subordinated class, voted against. TWUHL therefore asked the court to impose a cross-class cram down on the Class B creditors and Thames Water Limited. ¹

documentedLeech J heard the sanction application on 31 January and 3–7 February 2025. The ad hoc group of Class A creditors and a group of bank creditors supported the plan; the ad hoc group of Class B creditors, Thames Water Limited and Charlie Maynard MP, representing the public interest and customers, opposed it, and the trustees of the Thames Water pension schemes wrote to the court on 4 February 2025. The court held that Mr Maynard, who said he had the support of 25 MPs and 34 campaign and recreational groups and later of members of the House of Lords and 43 parish councils or councillors, landowners and businesses, had standing to oppose the plan, and granted him a prospective costs order. The plan company's evidence came mainly from Andrew Fraiser, general counsel and company secretary, who joined Thames Water in March 2024, and Alastair Cochran, TWUL's chief financial officer since September 2021 and not a TWUHL director. The judge said that it was not for the court to attribute blame for the group's position, but that he would have been more confident in the outcome if there had been some evidence of introspection about why the group had got into its situation, adding that this was no criticism of the two witnesses personally. ¹

documentedThe court accepted the plan company's valuation expert, who put TWUL's enterprise value at a mid-point of £14.729 billion (range £13.674–15.844 billion), cross-checked against the trading prices of its debt, and rejected the Class B group's expert's £21.496 billion; it found that the group's enterprise value was likely to be £16.707 billion at 30 September 2025 and £18.756 billion at 31 July 2026. Evidence before the court showed TWUL's Class A bonds trading at a discount to face value, and only one £250 million Class B bond publicly traded, with the other £744 million of Class B instruments untraded. On that valuation, in a special administration the value would break in the Class A principal claims, the Class B creditors would receive nothing, against £0.4 billion of cash interest under the plan, and Thames Water Limited's subordinated debt would receive no value; the court therefore found that the Class B creditors and the subordinated creditor would be no worse off under the plan than in the relevant alternative. ^{1 5}

documentedIn his judgment of 18 February 2025 ([2025] EWHC 338 (Ch)) Leech J found that if the plan were refused, TWUL's directors would most likely ask Ofwat and the Environment Secretary to apply for a special administration order and TWUL would enter special administration on or before 24 March 2025; this special administration, not the B Plan, was the relevant alternative. He found that the plan was not unfair to the Class B creditors and did not infringe the Chapter I prohibition: without the June Release Condition, issuing a claim to sanction a second plan would itself be an Event of Default, and releasing restricted cash or waiving defaults already required a majority of Class A creditors. He accepted that the Class A creditors would be able to exert some control over the second plan, found no evidence for the bid-rigging allegation, and warned that the court would not sanction a later plan if the Class A creditors tried to manipulate the bidding, for example by pressing for a low credit bid to keep the Class B creditors out of the money. The releases in clause 16 were not a blot on the plan; no breach of duty by the directors had been alleged. Taking account of the public interest in the uninterrupted provision of vital public services, he sanctioned the plan, and the sanction order under section 901F of the Companies Act 2006 was made on 21 February 2025. ^{1 4 7}

documentedThe court described the costs of finance and adviser fees as very high, "eye-watering": well over 50% of the £1.388 billion of scheduled loans to be drawn in the first six months would go back to the plan creditors who advanced them. The super senior funding was issued at a 3% discount (£45 million) and carried a 3.5% backstop fee (£52.5 million) and 9.75% interest; TWUL's chief financial officer accepted that about £800 million of the £1.388 billion would go on the cost of finance, debt service and professional fees — including £445 million of finance costs, up to £245 million of existing interest and about £210 million of professional fees — leaving under £600 million to fund the gap between operating cash flow and capital investment, and that the penalties then proposed by Ofwat were not funded. The judge rejected the company's estimate that a special administration would cost £3.35–4.01 billion, but accepted that its costs were likely to equal or exceed those of the plan and a second plan. He found it likely that the Class A creditors would have to take a significant haircut in the second plan and so bear the price of the new debt, and sanctioned the plan on that basis. ^{1 5}

documentedKington S.à r.l., on behalf of the Class B group, Thames Water Limited and Charles Maynard MP appealed. The Court of Appeal (the Chancellor of the High Court, Sir Julian Flaux, Lord Justice Zacaroli and Sir Nicholas Patten) heard the appeals on 11–13 March 2025 and on 17 March 2025 dismissed them, subject to one amendment: the releases and covenant not to sue in clauses 16.1.2 and 16.1.3 were to exclude claims that a special administrator of TWUL or an insolvency office-holder of TWUHL might later bring against directors or advisers, because both companies would remain insolvent after the interim plan. It gave its reasons on 15 April 2025 ([2025] EWCA Civ 475). Mr Maynard's application for permission to appeal further was refused by the Court of Appeal and then, on 30 July 2025, by the Supreme Court, ending any further appeal against the plan. ^{5 6 7}

documentedThe plan took effect on 25 February 2025, when the maturities of all the group's debts were extended by two years and all revolving credit facilities were cancelled or converted to term loans; the original maturities return if, among other requirements, the group regains investment-grade ratings from two agencies. Lenders received zero-coupon consent fee debt with a face value of £123.6 million for agreeing to the super senior debt and the extensions. TWUL and TWUHL each created charges on 25 February 2025, registered at Companies House in March 2025, and TWUHL filed the plan with the registrar on 6 March 2025. Because the plan was under appeal, the conditions precedent to the super senior facility were not met, and creditors waived them three times, permitting drawings of £350 million in March 2025 and £365 million in April 2025; £715 million was drawn in April and May 2025 and lent on to TWUL. Under a turnover agreement with a group of Class A lenders, covering the case of a successful appeal, TWUL paid a £32.0 million fee into escrow on 15 April 2025, and £32.2 million including interest was returned on 4 August 2025 after the Supreme Court refused permission to appeal. TWUL continued to draw on its intercompany facility from Thames Water Super Senior Issuer plc in 2025 and January 2026, and from March to July 2026 on the first £823 million accordion tranche, drawing about £2.25 billion of principal by the date of TWUHL's 2025/26 accounts. ^{7 9 10 6}

documentedOn 16 June 2026 the Department for Environment, Food and Rural Affairs published a letter from the Environment Secretary, Emma Reynolds, to Ofwat giving her preliminary views on the London and Valley Water consortium's best and final recapitalisation offer of 6 March 2026, stating that they did not predetermine Ofwat's decision and were not a direction from the government. She wrote that the proposal expected consumers to fund an unprecedented level of regulatory adjustments — including prioritising asset health over capital improvements, switching off parts of the penalty regime and amending risk-sharing — that she was not yet convinced it protected consumers sufficiently, that it requested reduced performance standards, and that deferring a significant number of investments by up to a decade would delay environmental improvements, particularly wastewater treatment linked to statutory requirements, and projects important to drinking water safety and supply. The letter was copied to the consortium and to Thames Water. ¹

documentedIn July 2023 the group announced that the Kemble shareholders had agreed to provide a further £750 million of new equity during the then regulatory period (AMP7), the first £500 million tranche expected by 31 March 2024, and acknowledged the possibility of further equity in the region of £2.5 billion in the medium term. The funding was conditional, among other things, on a business plan underpinning a more focused three-year turnaround and supported by appropriate regulatory arrangements; on 28 March 2024 the group and the Kemble shareholders announced that, on the basis of Ofwat's feedback at that time, the regulatory arrangements expected to apply in 2025–30 made the PR24 business plan uninvestable, so the conditions were not satisfied and the first £500 million was not provided. ²

documentedThe equity raise begun in summer 2024 received five non-binding proposals on 5 December 2024; Rothschild & Co told the plan company that 19 parties had been admitted to its Phase 1B on 19 December 2024. Six parties submitted revised non-binding proposals on 10 February 2025, and Ofwat met each of them. On 31 March 2025 TWUL selected KKR as preferred partner for the Phase 2 diligence stage, but after ten weeks of due diligence KKR advised in writing on 2 June 2025 that it was not in a position to proceed, and its preferred partner status lapsed. TWUL's senior creditors had meanwhile been preparing an alternative recapitalisation proposal. ^{3 2 4}

documentedOn 2 October 2025 London & Valley Water, a large consortium of TWUL's Class A creditors, announced that it had submitted to the company and Ofwat a proposal to deliver the turnaround, transformation and recapitalisation of Thames Water without recourse to taxpayers. Discussions between TWUL, the consortium, Ofwat and other regulators continued through 2026: the company issued a recapitalisation update on the proposal on 16 March 2026, and the Environment Secretary's preliminary views on the consortium's best and final offer of 6 March 2026 were published on 16 June 2026. ^{3 5 6}

outcome

On 16 October 2026 TWUL stated that its board, Ofwat, other regulators and relevant investment committees had made no decision to accept and take forward any proposal from the consortium.

documentedTWUL drew on its intercompany facility from Thames Water Super Senior Issuer plc from April 2025, with further tranches in May, July, August and November 2025, reaching about £1,193 million of principal from the initial committed tranche. When the October 2024 Transaction Support Agreement was terminated on 29 June 2025, the backstop fees of 3.5% of the principal became payable. A consent request launched on 10 November 2025 extended the date for TWUL's drawings from 31 July to 28 November 2025 and allowed a further £321 million of principal; it was approved on 24 November 2025, and the issuer on-lent £311 million net to TWUL the next day. At 30 September 2025 the group's liquidity was £861.7 million, including £539 million held in the issuer that was available to TWUL only with creditor consent. ^{3 8}

documentedAt 31 March 2026 the issuer had drawn £1,427 million of the initial super senior facility (£1,332 million net passed to TWUL), with £73 million available only once the accordion was fully committed and used. The first accordion tranche of £823.5 million was fully subscribed in February 2026; the issuer drew £410 million of it by 31 March 2026 and a further £414 million on 10 June 2026, on-lending the net proceeds to TWUL between March and July 2026. Group liquidity was £1,038 million at 31 March 2026 and £588 million at 30 June 2026. TWUL drew the final committed tranche of £213 million on 14 July 2026. Creditors holding over £13 billion (82%) of TWUL's Class A debt and over £1.6 billion (73%) of its super senior debt gave a letter of support, not legally enforceable, for further drawings, maturity extensions and an extension of the stable platform period, which began on 25 February 2025 and runs to March 2027 while a Trigger Event continues and covenant testing is suspended. Drawings from 31 July 2026 required a Supported LUA — a lock-up agreement for a recapitalisation signed by at least two-thirds of the Class A and super senior creditors — unless waived or extended by at least 50% of the super senior creditors, which had approved each waiver to date. ^{8 9}

documentedTWUL forecast that it would need further funding from early December 2026, and £2.4 billion to provide liquidity to the end of October 2027, for which the consent of at least 75% of its Class A creditors and 75% of its super senior creditors would be required. By 15 October 2026 it had drawn £2.65 billion of the £3 billion now available under the facility (the RP1 £1.5 billion plus £1.5 billion of accordion commitments), which it expected to last until the end of 2026 or the start of 2027 — before any recapitalisation could be completed. It proposed to increase the facility by £2.4 billion to £5.4 billion in tranches, through a new issuer, Thames Water Super Senior Upsize Issuer, extending liquidity into autumn 2027. The sixteenth consent requests and STID proposals, launched that day after fifteen earlier rounds had been approved, sought to waive outstanding conditions so that £350 million of the new commitments could be drawn, to extend the June Release Condition to 30 November 2026 to allow a further £350 million drawing in November, and to amend the facility and the group's master documents for the upsize. TWUL also said that if a second restructuring plan was not launched by 1 October 2026 it expected to launch a scheme of arrangement or further plan to reschedule debt falling due before 30 September 2027. ^{8 5 10}

documentedOn 16 October 2026 TWUL entered into a legally binding transaction support agreement with certain Class A creditors and Class B creditors holding more than 60% of the Class B debt, including the Class B ad hoc group. It sets the Class B creditors' treatment in a future recapitalisation supported by holders of at least 66.66% of the Class A and super senior debt, expected to be implemented by a second restructuring plan: the whole of the roughly £1 billion of Class B debt would be written off in exchange for post-restructuring equity giving a recovery of about 5.9%, the right to participate in £150 million of new equity and 5.9% participation in certain new debt or preferred equity tiers. Fees and costs are payable only if the recapitalisation happens, from its proceeds and not from customer funds. Because RP2 might not be implemented before some senior debt matures and the stable platform period ends in March 2027, TWUHL intends a further interim transaction to extend those maturities and the stable platform period; the consenting Class B creditors agreed to support it and the recapitalisation, provided the Class B terms are included and Ofwat launches a public consultation on the recapitalisation by 30 December 2027. TWUL intends to keep paying interest on its Class A and Class B debt in full in cash until any recapitalisation completes. ^{6 11}

qualification

The agreement does not oblige the group to propose a recapitalisation on the consortium's or any other terms; the remaining terms were still under discussion, and there was no certainty that the Class B terms would be implemented.

documentedFor the year to 31 March 2025 the TWUL group reported revenue of £2,738.2 million and a loss before tax of £1,646.6 million, after a £1,270.6 million expected credit loss on its loans to Thames Water Utilities Holdings Limited. Statutory net debt rose to £16,794 million (2024: £15,247 million) on gross debt of £17,100.4 million; on the covenant basis net debt was £17,725 million and senior gearing 84.4%, and the senior post-maintenance interest cover ratio of 1.09x was below the 1.1x Trigger Event level, although compliance with financial covenants was suspended. Dividends paid in cash were £64.6 million in 2023/24 and nil in 2024/25. ¹²

documentedFor the six months to 30 September 2025 the TWUL group reported revenue of £1,951.3 million (2024: £1,393.0 million) and profit after tax of £327.7 million (2024: loss of £189.7 million). Exceptional items totalled £149 million, including £57 million of adviser fees for the equity raise, CMA appeal and restructuring, a £31 million expected credit loss on interest receivable from TWUHL and £42 million of exceptional financing costs. New borrowing of £1,331.4 million net of fees came entirely from super senior drawdowns, with no debt repaid. Borrowings stood at £18,182.1 million non-current, derivative liabilities at £1,589.6 million and net assets at £590.0 million, or negative £123.0 million excluding Bazalgette Tunnel items; statutory net debt was £17,626.9 million (2024: £15,798.1 million), covenant net debt £19,337 million (£18,798 million counting cash held in the super senior issuer) and senior gearing 85.9%. ³

documentedFor the year to 31 March 2026 the TWUL group reported revenue of £3,757 million (2025: £2,738 million) and profit after tax of £113 million, £204 million on an underlying basis (2025: loss of £1,514 million). Capital investment reached a record £2,680 million (2025: £2,225 million), the net cash outflow before debt funding rose to £1,130 million, statutory net debt rose to £18,516 million (2025: £16,794 million), gearing to about 86% (84%), and the regulatory capital value grew to £22,725 million. ⁹

documentedTWUL's directors have reported a material uncertainty over whether the group can deliver a recapitalisation through a court-approved restructuring; if it fails, or if TWUL cannot obtain the consents and commitments needed for sufficient funding, a possible — in the 2025/26 accounts, "severe but plausible" — consequence would be special administration of TWUL under the Water Industry Act 1991. The Environment Secretary, or Ofwat with the Secretary of State's consent, may petition the court for a special administration order if the company is unable to pay its debts or its licence obligations are breached seriously enough to make it inappropriate for it to keep its appointment. ^{2 8}

documentedIn 2017 Thames Water received what Ofwat describes as a record fine of £20.3 million, following its prosecution by the Environment Agency for a series of serious pollution incidents in 2012–2014 caused by prolonged discharges of untreated sewage from its wastewater treatment works at Aylesbury, Didcot, Henley and Little Marlow and from a large sewage pumping station at Littlemore, Oxford. Ofwat records that the prosecution showed that at a number of works the flow to full treatment was routinely reduced and part of the flow sent to storm tanks so that the final effluent met permit limits, a practice known as flow clipping. ¹

documentedAt Oxford Crown Court on 21 December 2018, Thames Water was fined £2 million after raw sewage from a sewage pumping station polluted the Idbury and Littlestock brooks at Milton-under-Wychwood, near Chipping Norton, on 8 and 9 August 2015, killing almost 150 fish; the judge found the company "reckless". The court heard that the company had disregarded more than 800 high-priority alarms in the six weeks before the incident and that one alarm had been deliberately deactivated. ²

response

Thames Water pleaded guilty at an earlier hearing to two charges of breaching environmental law.

outcome

The judge later reduced the fine to £1.8 million after directing Thames Water to pay the remaining £200,000 to three local charities; the company was ordered to pay full costs of £79,991.57.

documentedAt Aylesbury Crown Court on 26 February 2021, Thames Water was fined £2.3 million and ordered to pay the Environment Agency's costs of £87,944 for discharging partially treated effluent from its Henley treatment works into Fawley Court Ditch and Fawley Court Stream without an environmental permit between 21 and 24 April 2016, contrary to regulation 12(1)(b) of the Environmental Permitting (England and Wales) Regulations 2010. The release of sewage with high ammonia levels killed 1,144 fish and other water life; the court heard that the incident was "entirely foreseeable". ³

response

Thames Water pleaded guilty to one count.

documentedIn a prosecution announced by the Environment Agency on 19 November 2021, Thames Water Utilities Limited was fined £4 million and ordered to pay prosecution costs of £90,713 for discharging an estimated half a million litres of raw sewage into the Seacourt and Hinksey streams in Oxford on 24 and 25 July 2016. The discharge lasted about 30 hours, and the Environment Agency believes it killed up to 3,000 fish. Its investigation found that the company had failed to maintain the high-risk section of sewer adequately for at least 16 years; the Agency had issued two formal warnings after earlier pollution from the same discharge point in February and March 2012, and the court was told that the company did not disclose highly relevant documents, including a maintenance manual, until the eleventh hour. ⁴

documentedOfwat's 2025 wastewater decision lists further Environment Agency prosecutions of Thames Water for discharges of untreated sewage: a £380,000 fine at Aylesbury Crown Court in 2016 for polluting the Horsenden Stream in Buckinghamshire; a £4 million fine in May 2021, after a guilty plea, for pollution from the Hogsmill treatment works in the Kingston area between 2016 and 2019; and a £3.3 million fine in July 2023 for "significant and lengthy" discharges into Gatwick Stream in Sussex and the River Mole in Surrey dating from October 2017. The Environment Agency put the total fines against Thames Water since 2017 at £24.4 million for nine cases in February 2021 and £32.4 million for eleven cases in Oxfordshire, Berkshire and Buckinghamshire in November 2021; Ofwat puts the total since 2017, after the July 2023 fine, at £35.7 million. ^{1 4 3}

documentedThames Water Utilities Limited reported 470 pollution incidents (categories 1–3) in 2024, up from 350 in 2023, missing its regulatory target and incurring a £21.9 million performance penalty; serious pollutions rose from 14 to 34 and storm discharges from 16,990 to 23,061. For January to September 2025 it reported 292 pollution incidents against 364 a year earlier, and 6,247 spills against 7,564. ^{6 7}

documentedOfwat and the Environment Agency announced investigations into all water and wastewater companies in England and Wales on 18 November 2021. In its final decision of May 2025, after a draft decision consulted on in August 2024, Ofwat found that Thames Water Utilities Limited had failed to ensure that its wastewater treatment works performed so that spills occurred only in exceptional cases (regulation 4(4) of the Urban Waste Water Treatment (England and Wales) Regulations 1994), had failed to construct, operate and maintain its sewer networks to the required standard (regulation 4(2) and Schedule 2), had failed in its duty under section 94 of the Water Industry Act 1991 to provide effectual drainage and deal effectually with the contents of its sewers, and had breached Condition P of its licence. Ofwat found that in 2021 over 70% of the storm overflows at its works spilled 20 or more times and almost 30% more than 60 times; that 157 works, almost two-thirds of those with flow-to-full-treatment permits, failed to meet the operational expectations of their permits; that the company had failed to identify over 300 storm overflows on its network that were unmonitored and often unpermitted; that the problems were systemic and dated from at least 2017; and that its senior management and board had inadequate oversight of the compliance of its assets. It issued an enforcement order under section 18 of the Act and a penalty of 9.0% of the relevant 2023–24 turnover of the wastewater business (£1,160.998 million), £104.5 million, stating its disappointment that Thames Water had not proposed a settlement package that would reduce the need for a penalty. ^{6 5 1 8}

response

Thames Water, with other water companies, argued in response to the draft decision that Ofwat's position on compliance with the Urban Waste Water Treatment Regulations was unlawful, unreasonable and disproportionate, inconsistent with government policy and the Environment Agency's permitting practice on which the companies said they had relied, an attempt to impose a new legal standard retrospectively without consultation or guidance, and inconsistent with the price review, which in their view had not funded the standards Ofwat now sought to impose. Ofwat records that Thames Water acknowledged that its processes and governance could historically have been better, but not that the scale and duration of the compliance issues amounted to a breach of its duties. In its 2024/25 annual report TWUL said that it disagreed with Ofwat's findings of breach and had sought to agree comprehensive and binding undertakings in lieu of a penalty, which ultimately proved not possible. In evidence in the restructuring plan proceedings, TWUL's chief financial officer said that the company was challenging the two proposed Ofwat penalties, which were unfunded and, once any appeal process was exhausted, would typically have to be paid within 14 days out of its liquid assets.

outcome

Ofwat issued the enforcement order and the £104.5 million penalty notice on 28 May 2025. The order required TWUL to submit remediation plans within six months; TWUL submitted them on 28 November 2025 and gave a six-monthly update in May 2026, identifying significant capital costs not fully funded by the PR24 final determination. TWUL had recognised a £104.0 million provision in its 2024/25 accounts. On 19 June 2025 the government announced that the penalties from this investigation would be ring-fenced for local environmental projects.

documentedOn 27 August 2025 TWUL agreed a payment plan with Ofwat for the wastewater and dividend penalties of 28 May 2025: 20% of the combined penalties (£24.5 million) by 30 September 2025, and the balance on the earliest of 30 days after implementation of a second restructuring plan, 31 March 2030, or 30 days after any exit from special administration. Its super senior creditors approved the plan on 22 September 2025 with over 99% consent, and TWUL paid the first instalment in September 2025; at 30 September 2025 it held provisions of £83.1 million for the wastewater penalty and £14.6 million for the dividend penalty, the remaining 80%. ^{5 7}

documentedClaims against TWUL under the Environmental Information Regulations 2004 concerning property searches ended on 3 October 2024, when the High Court issued a Tomlin order dismissing further proceedings between the claimants and the company. ⁶

documentedCompanies House lists thirteen current officers of Thames Water Utilities Limited — twelve directors and a company secretary — out of 160 officer records, 147 of them resignations. The directors, with their appointment dates, are Ian Pearson (1 September 2014), Nick Land (6 February 2017), Catherine Lynn (28 November 2018), Sir Adrian Montague (10 July 2023), Chris Weston (8 January 2024), Aidan de Brunner (1 September 2024), Neil Robson (2 October 2024), Julian Gething (22 January 2025), Adam Banks, Andrew McNaughton and Nirmal Kotecha (all 28 March 2025) and Steve Buck (7 April 2025); Andrew Fraiser has been company secretary since 27 March 2024. ¹

documentedAccording to the company, its board consists of the chair, Sir Adrian Montague, the chief executive, Chris Weston, the chief financial officer, Steve Buck, and eight independent non-executive directors — Nick Land, Catherine Lynn, Ian Pearson, Aidan de Brunner, Neil Robson, Adam Banks, Andrew McNaughton and Nirmal Kotecha; Julian Gething is chief restructuring officer. The fixed terms of the independent directors appointed in 2024 and 2025 run to 2027 and 2028, while shareholder-appointed non-executive directors had no fixed end date. ^{2 3}

documentedThe last directors representing shareholders left TWUL's board in 2024: Michael McNicholas, who represented OMERS, on 16 May 2024, and John Holland-Kaye, who represented USS and had joined on 1 April 2023, on 31 December 2024; by December 2024 all the shareholder-appointed directors had resigned, after the conditions of the shareholders' support letter for £500 million of new equity were not met. The independent non-executive directors Jill Shedden (from 1 October 2018) and Hannah Nixon (from 14 January 2021) left on 30 September 2024 and 3 March 2025, and the chief financial officer, Alastair Cochran, who attended 26 of the 28 board meetings in 2024/25, left the board on 27 March 2025; Steve Buck succeeded him on 7 April 2025. Michael McNicholas had also been a director of Thames Water Utilities Holdings Limited, Thames Water Limited, Kemble Water Finance Limited, Kemble Water Eurobond Plc and Kemble Water Holdings Limited from 4 April 2019 to 23 March 2023, having joined TWUL's board on 1 July 2019. ^{3 4 5 6 1}

documentedThe shareholders' nominee directors left the Kemble boards in 2024. At Kemble Water Holdings Limited six of them resigned on 20 May 2024 and seven more on 8 and 9 July 2024; Nicholas Pike and Paul O'Donnell were appointed on 8 July and Martin Cooke on 9 July 2024, and on 12 July 2024 the company filed a resolution altering its articles of association together with new articles. Kemble Water Holdings now has three directors — Cooke, O'Donnell and Pike — and no secretary, out of 135 officer records. Pike and O'Donnell had already been appointed to Kemble Water Finance Limited and Thames Water (Kemble) Finance plc on 20 May 2024, the day the nominee directors left those boards; Kemble Water Eurobond Plc's board changed on the same dates as Kemble Water Holdings'. Pike and O'Donnell were also directors of Thames Water Utilities Holdings Limited from 8 July to 19 November 2024. Norose Company Secretarial Services Limited became secretary of Kemble Water Eurobond Plc and Thames Water (Kemble) Finance plc on 5 April 2024, the day the appointment of Kemble Water Finance Limited's previous secretary ended. ^{9 10 11 12 13 14 15}

documentedSir Adrian Montague was also a director of Kemble Water Holdings Limited from 10 July 2023 to 17 February 2024, while chair of TWUL. The shareholders replaced several of their nominee directors on the Kemble Water Holdings board in the first quarter of 2024, on 15 January and 8 March 2024, and the company secretary and another nominee left on 27 March 2024. ¹⁶

documentedTWUL's directors also sit on the boards of the other obligor companies. Nick Land was appointed to Thames Water Utilities Finance plc on 22 May 2024 and, with Chris Weston and Ian Pearson, to Thames Water Utilities Holdings Limited on 18 June 2024, the day two shareholder nominees left that board. Aidan de Brunner and Neil Robson joined TWUHL and TWUF on 14 November 2024, Julian Gething joined both on 22 January 2025, and Land, de Brunner, Robson and Gething became directors of Thames Water Super Senior Issuer plc on 25 February 2025. ^{15 17 18 19 20}

documentedSir Peter Mason chaired both Thames Water Utilities Limited and Kemble Water Holdings Limited: he signed, as chairman, Thames Water's modern slavery statement for the year ending 31 March 2017 and Kemble Water Holdings' supporting statement, and was quoted as chairman of Thames Water in the investor consortium's announcement of 14 March 2017. He was a director of TWUL, Thames Water Limited, Kemble Water Holdings Limited, Kemble Water Finance Limited and Kemble Water Eurobond Plc from 1 December 2006, the completion of Kemble's purchase, and of Thames Water Utilities Holdings Limited from 21 June 2007, until 25 January 2018, and of the intermediate companies Kemble Water Structure, Kemble Water Investments, Thames Water Holdings, Kemble Water Limited and Kemble Water Liberty from 1 December 2006 to 19 March 2014. His other directorships in the register include BAE Systems plc (2003–2013), AMEC Foster Wheeler Limited (1996–2006) and AGS Airports Limited (2014–2021). ^{21 22 23}

documentedEarlier directors recorded in the register include William Alexander (appointed before 24 July 1992, left 16 November 2005), who was also a director of Thames Water Limited from 1 April 1994 and of Thames Water Utilities Finance plc from 1992 to 2002; Craig Anderson (20 September 2001 to 31 January 2005), also a director of TWUF (2002–2005); Richard Aylard (21 January 2005 to 1 December 2006), whose only other directorships in the register were of water and sanitation charities; Peter Antolik, appointed on 1 December 2006, the day Kemble's purchase completed, until 14 February 2008, later a director of South Staffordshire Water PLC (2018–2025) and Arjun Infrastructure Partners Limited (2019–2026); and Luis Fernando Arana Abraira, a director of TWUL and Kemble Water Holdings in three periods between 2008 and 2012. ^{1 11 24 25 26 27}

documentedSeparate Companies House officer records in the same full names, with the same month and year of birth as TWUL's directors, show Chris Weston as a director of Centrica plc from 1 July 2009 to 30 December 2014 and of British Gas companies, and Steve Buck as a director of Anglian Water Services Limited and other Anglian Water group companies from 1 August 2019 to 22 November 2023. Sir Adrian Montague's register record shows directorships of Cadent Gas Limited (24 July 2017 to 31 January 2026) and Aviva plc (14 January 2013 to 31 May 2020). Julian Gething has been a member of AlixPartners UK LLP since 4 September 2023. Andrew Fraiser's record shows only his appointment as TWUL's secretary. Alastair Cochran has been a director of Arqiva Limited and other Arqiva group companies since 13 October 2025. ^{28 29 17 30 31 32}

qualification

The register does not itself link the separate officer records for Chris Weston and Steve Buck to their TWUL appointments; the match rests on identical full names and month and year of birth.

documentedThe independent directors' other current appointments in the register include: for Catherine Lynn, London Southend Airport Company Limited (since 21 May 2024) and associated airport companies; for Adam Banks, Vitality UK Holdings Limited and other Vitality companies (since 30 June 2026), having been a director of TSB Banking Group plc and TSB Bank plc from 8 February 2021 to 30 April 2026; for Aidan de Brunner, Videndum plc (since 31 July 2025) and Crest Nicholson Holdings plc (since 1 October 2026); for Neil Robson, Amphora Intermediate II Limited (since 25 September 2024); for Nirmal Kotecha, Inframonik Advisory Limited (since 7 May 2024), Major Projects Association (since 26 November 2018) and Allora Infrastructure Limited (since 20 February 2026); and for Andrew McNaughton, Sheffield Forgemasters Engineering Limited (since 27 July 2023), Speedy Hire plc (since 1 July 2026), British Steel Limited (since 16 July 2026) and Mott MacDonald Group Limited (since 1 September 2026). Nick Land's record shows only Thames Water group appointments; a separate record in his full name shows a directorship of IHS Holding Limited since 26 January 2022. ^{33 18 19 34 35 20 36 37}

documentedFormer TWUL directors' register records show Hannah Nixon as a director of The Financial Reporting Council Limited (since 24 June 2021), Worldpay (UK) Limited (since 16 June 2023) and Retail Energy Code Company Limited (since 1 April 2025); Jill Shedden as a director of Spirit Energy Limited (since 1 August 2023); and Michael McNicholas as a director of Scotia Gas Networks Limited and other SGN group companies from 28 June 2019 to 23 March 2022. A separate register record for John William Holland-Kaye shows a directorship of Heathrow Airport Holdings Limited from 1 July 2014 to 18 October 2023; his TWUL appointment is recorded under the name William John Holland-Kaye. ^{38 6 39 5 40}

qualification

The register does not itself link the two Holland-Kaye officer records; they share the surname, given names and month and year of birth.

documentedThe related-party notes list payments to firms connected with TWUL directors, outside the Kemble group. AlixPartners UK LLP, of which the chief restructuring officer Julian Gething is a member, provided services worth £16,343,000 in 2024/25 and £18,469,000 in 2025/26, including £4,209,000 in the six months to 30 September 2025 (nil a year earlier). In the same half-year, Inframonik Advisory Limited and Major Projects Association, of which the independent director Nirmal Kotecha is a director, provided services of £18,000 and £10,000. The 2024/25 note also lists Cadent Gas Limited (£32,000), of which Sir Adrian Montague was then a director, and SGN Commercial Services Limited (£5,839,000); the 2025/26 note lists Arqiva Limited (£25,872,000), of which the former chief financial officer Alastair Cochran became a director in October 2025. ^{3 41 42 30}

documentedIan Pearson, an independent non-executive director of TWUL since 1 September 2014, was a Labour member of the House of Commons from 15 December 1994 to 6 May 2010, for Dudley West and then Dudley South. The UK Parliament's record lists his government posts: assistant whip and Lord Commissioner of HM Treasury (2001–2003), Parliamentary Under-Secretary at the Northern Ireland Office (2002–2005), Minister of State for Trade (2005–2006), Minister of State for Climate Change and the Environment at the Department for Environment, Food and Rural Affairs (5 May 2006 to 28 June 2007), Minister of State for Science and Innovation (2007–2008), Parliamentary Under-Secretary at the Department for Business, Enterprise and Regulatory Reform (2008–2009) and Economic Secretary to the Treasury (5 October 2008 to 6 May 2010). ^{1 44}

documentedThames Water Utilities Finance plc's 2020/21 accounts record three directors in office during the year, none of whom had significant contracts with the company other than service contracts, and that its going-concern assessment relied on a letter of support from its immediate parent, Thames Water Utilities Limited. ⁴⁵