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Thames Water Utilities Limited: owners, debt, regulators and restructuring

Kemble Water Holdings Limited

Kemble Water Holdings Limited (05819262) is the ultimate UK parent of Thames Water Utilities Limited, set up in 2006 for the investors who bought the group; its 1,991,600,000 shares are registered to eleven holders. Ofwat treats it as one of the Ultimate Controllers of Thames Water Utilities Limited (TWUL). Its shareholders' nominee directors left its board in 2024, and it has filed no accounts since extending its 2024 accounting period.

published
25 oct 2026
records as of
17 oct 2026
entities
156
sources
123
cite entities.csv

1Identity and position

analysisKemble Water Holdings Limited (05819262) was set up in 2006 for the investors who bought Thames Water to hold their shares. Through Kemble Water Limited, which it wholly owned, it completed the purchase of Thames Water Holdings Plc on 1 December 2006. Kemble Water Holdings, at the top of the chain of companies above TWUL, is the person with significant control of Kemble Water Eurobond Plc. It has no registered person with significant control of its own: since 1 June 2017 its register has stated that it has no registrable person or relevant legal entity. Its confirmation statement made up to 25 September 2024 records 1,991,600,000 ordinary shares of £1 held by eleven registered holders, from Aquila GP Inc. to Terrace IRR GP Inc, the largest being OMERS Farmoor SGP LP (435,906,071) and Church Water Investment Limited (392,546,862); its 2025 and 2026 statements were filed with no updates. 1 2 3 4 5 6

analysisKemble Water Holdings gave its licence undertaking to Thames Water on 14 August 2007 as the highest-level UK corporate owner, and the undertaking stayed in place when Macquarie, then also an Ultimate Controller, sold its shareholding. In September 2025 Ofwat still counted Kemble Water Holdings, as the UK holding company, among TWUL's Ultimate Controllers together with six other entities, including Infinity Investments S.A., Cicero Investment Corporation and Church Water Investment Limited, because the ownership structure and governance arrangements, including a shareholders' agreement, leave them in a position to materially influence TWUL's policy and affairs whether or not they exercise those rights. The licence defines an Ultimate Controller as a person in a position to control or materially influence the company's policy or affairs in Ofwat's reasonable determination; the classification describes ability, not how the shareholders currently act. 7 8

sources in this section

  1. Company statement source · src-007 identified by category only · Company statement
  2. The completed acquisition of Thames Water Holdings Plc by Kemble Water Limited: a position paper Ofwat (Water Services Regulation Authority) · May 2007
  3. Companies House register: Kemble Water Eurobond plc (05957999), persons with significant control Companies House
  4. Companies House register: Kemble Water Holdings Limited (05819262), persons with significant control Companies House
  5. Companies House register: Kemble Water Holdings Limited (05819262), confirmation statement made up to 25 September 2024 Companies House
  6. Companies House register: Kemble Water Holdings Limited (05819262), filing history Companies House
  7. Thames Water: conclusions on change of control and modification of the instrument of appointment Ofwat (Water Services Regulation Authority) · 2018
  8. Letter from Ofwat to the Chair of the Business and Trade Committee on Thames Water House of Commons committee publication of an Ofwat letter · 8 Sep 2025

2Its own debt and accounts

analysisKemble Water Holdings' 2022/23 accounts show £310.4m of 4.830% shareholder loan notes due 2031, owned by the shareholders and carried at £552.8 million after capitalised interest, and £515.0m of 8.000% convertible loan notes due 2028, carried at £493.1 million; on 28 March 2023 it replaced Kemble Water Eurobond as issuer of the shareholder notes, whose principal had grown to £539.8 million, and lent Kemble Water Eurobond the same amount on matching terms, alongside a second loan passing on the March 2023 convertible proceeds at a 10 basis point margin. It paid its external shareholders no dividends or shareholder-loan interest in 2022/23, received £29.0 million of dividends from its subsidiaries (2021/22: £187.0 million) and had paid £186.6 million of group relief in 2021/22. 1

analysisIts directors described it in the 2022/23 accounts as a holding company with no material direct operations, mainly dependent on TWUL to generate the funds Kemble Water Finance and Thames Water (Kemble) Finance needed, and expected TWUL's dividends to continue while recognising the risk of a cash lock-up and, under a severe downside, forecast non-compliance with the interest cover covenant of a £200 million facility due in July 2025. In those accounts the group's statutory net debt was £16,347 million against a regulatory capital value of £18,945 million, with covenant gearing of 84% against a 95.0% maximum. Kemble Water Holdings then extended its accounting period ending 31 March 2024 to 30 September 2024 (form AA01 of 25 September 2024); its filing history through September 2026 shows no later accounts and no administrator or liquidator, and its registered office moved on 18 November 2025 from Clearwater Court, Reading, to 3 More London Riverside, London. 1 2 3

sources in this section

  1. Company statement source · src-036 identified by category only · Company statement
  2. Companies House register: Kemble Water Holdings Limited (05819262), filing history (confirmation statements) Companies House
  3. Companies House register: Kemble Water Holdings Limited (05819262), filing history Companies House

3Its board since 2023

analysisSir Adrian Montague sat on its board from 10 July 2023 to 17 February 2024 while chair of TWUL. The shareholders replaced several nominee directors on 15 January and 8 March 2024, and the secretary and another nominee left on 27 March 2024. Six nominees 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, and on 12 July 2024 the company filed new articles of association. Its board now consists of those three directors, with no secretary. 1 2 3 4 5 6 7 8

sources in this section

  1. Companies House register: Kemble Water Holdings Limited (05819262), filing history (confirmation statements, page 2) Companies House
  2. Companies House register: Kemble Water Holdings Limited (05819262), filing history (confirmation statements) Companies House
  3. Companies House register: Kemble Water Holdings Limited (05819262), filing history Companies House
  4. Companies House register: Kemble Water Holdings Limited (05819262), officers Companies House
  5. Companies House register: Kemble Water Finance Limited (05819317), filing history Companies House
  6. Companies House register: Kemble Water Eurobond plc (05957999), filing history Companies House
  7. Companies House register: Thames Water (Kemble) Finance plc (07516930), filing history Companies House
  8. Companies House register: Thames Water Utilities Holdings Limited (06195202), filing history Companies House

4The collective competition claim

analysisKemble Water Holdings is named with TWUL in Professor Carolyn Roberts's proposed collective claim in the Competition Appeal Tribunal, which alleges that six water companies abused dominant positions by giving the Environment Agency and Ofwat misleading information on pollution incidents relevant to their performance commitments; she estimated household damages against the Thames Water group at £159 million and on 20 December 2024 wrote to TWUL and Kemble Water Holdings indicating a non-household claim of £44–56 million, not issued or served by the date of TWUL's 2024/25 accounts. The companies argued that the remedies were not free-standing but depended on the price control and Ofwat's reporting conditions, and so were barred by section 18(8) of the Water Industry Act 1991. The tribunal dismissed the claim on 7 March 2025 as excluded by section 18(8) and refused permission to appeal on 20 May 2025; the Court of Appeal granted permission on 26 June 2025 and dismissed the appeal by a majority on 5 March 2026, holding that contravention of a licence condition was an essential ingredient of the claimed abuse; Lord Justice Zacaroli dissented. The Supreme Court granted permission to appeal in June 2026, with no hearing listed. The courts have decided only whether section 18(8) bars the claim; the misreporting allegations have not been tested on their merits. 1 2 3

sources in this section

  1. Company statement source · src-028 identified by category only · Company statement
  2. Roberts v Severn Trent Water Ltd and others [2026] EWCA Civ 222 Court of Appeal (Civil Division), published by the Competition Appeal Tribunal · 5 Mar 2026
  3. Company statement source · src-040 identified by category only · Company statement

Recorded connections

cite this dossier

DossierTwist, “Thames Water Utilities Limited: owners, debt, regulators and restructuring”, dt.038, 25 October 2026, https://dossiertwist.com/dossiers/thames-water-utilities-limited/

Free to read, cite and republish with credit under CC BY 4.0: credit “DossierTwist” and link to the dossier.

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