--- title: "How Thames Water changed hands, 2006–2022" language: en canonical: https://dossiertwist.com/dossiers/thames-water-utilities-limited/ownership-history/ as_of: 2026-10-17 keywords: ["Thames Water Utilities Limited","Thames Water","Kemble Water Holdings","Thames Water Utilities Holdings","Kemble Water Finance","Thames Water Utilities Finance","whole business securitisation","Ofwat","Environment Agency","restructuring plan","Class A creditors","London & Valley Water","special administration","Ultimate Controllers","OMERS","Universities Superannuation Scheme","sewage pollution","Condition P30","super senior funding","PR24"] --- # How Thames Water changed hands, 2006–2022 **Question.** How did the ownership of Thames Water change between 2006 and 2022? **Answer.** A consortium company, Kemble Water Limited, bought Thames Water Holdings Plc on 1 December 2006; funds managed by or associated with Macquarie then held 47.65% of Kemble Water Holdings. Macquarie sold its last 26% in 2017 to the Ontario Municipal Employees Retirement System (OMERS) and the Kuwait Investment Authority's Wren House, after which Ofwat named seven Ultimate Controllers and tightened the licence ring-fence; the Universities Superannuation Scheme (USS) bought Wren House's 8.77% in 2021–22. ## The 2006 purchase and the Macquarie consortium - Analysis: Thames Water Limited (02366623), incorporated on 1 April 1989, was called Thames Water Plc until 1 October 2003, RWE Thames Water Plc until 1 December 2006 and Thames Water Plc again until 4 June 2007; an archived Companies House record of March 2026 shows it active at 3 More London Riverside, London. According to Ofwat's position paper of May 2007, Kemble Water Limited — wholly owned by Kemble Water Holdings Limited, itself owned by a consortium of investors — completed its purchase of Thames Water Holdings Plc on 1 December 2006; Thames Water Holdings Plc owned all of Thames Water Plc, which owned all of Thames Water Utilities Limited (TWUL). [src-018] [src-012] - Analysis: Ofwat described the consortium as mostly pension funds and other long-term institutional investors from Europe, Canada and Australia. Entities managed by or associated with the Macquarie Group held the largest stake, 47.65% of Kemble Water Holdings, through Kemble Water International Holdings Limited (KWIHL), which comprised 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; thirteen other members included British Columbia Investment Management Corporation and Queensland Investment Corporation. Macquarie Bank Limited had sold its remaining interest in KWIHL to the LODH fund after Ofwat's February 2007 consultation. KWIHL, a Guernsey company (G0044986) in St Peter Port, appears in Kemble Water Holdings' register as a person with significant control, with more than 25% but not more than 50%, from 6 April 2016 until 31 May 2017. [src-012] [src-006] - Analysis: Condition P of TWUL's licence required legally enforceable undertakings from its owners: to provide the information TWUL needs to comply with the licence, to avoid any action that could cause a breach and to keep at least three independent non-executive directors on its board. Kemble proposed in 2007 that they be given by Kemble Water Holdings as 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. Kemble Water Holdings gave its undertaking on 14 August 2007 and Macquarie, then an Ultimate Controller because of reserved rights attached to its shareholdings, on 31 July 2007; when Macquarie later sold its shareholding it ceased to be an Ultimate Controller, while the Kemble undertaking remained in place. The Global Legal Entity Identifier Foundation (GLEIF) records MEIF Luxembourg Holdings S.à r.l. (B97123, legal entity identifier 549300I7KMZ71CCWD353) as inactive after a liquidation effective 26 October 2020, and MEIF II Luxembourg Holdings S.à r.l. (B117627, LEI 5493005140CK3YDUNM76) as active. [src-012] [src-044] [src-117] - Analysis: Kemble's 2007 financing plan, as Ofwat recorded it, was to transfer all of Thames Water's existing debt into a securitisation, issue new long-term bonds ring-fenced around Thames Water's cash flows and obligations and refinance some acquisition debt inside that structure; further debt was expected at the holding companies, fully ring-fenced from the regulated company with no recourse to it at all — not even for interest payments if a lock-up applied at Thames Water. Ofwat proposed licence amendments to require an investment-grade issuer credit rating, to modify Condition P for the new owners and to add a cash lock-up and conditions on planning and internal control, to be made by notice under section 13 of the Water Industry Act 1991, and concluded that nothing further was needed. [src-012] ## The consortium in 2013–2014 - Analysis: Kemble Water Holdings' 2012/13 accounts list the principal companies in its chain 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. The same 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, net interest of £415.0 million and underlying profit before tax of £128.4 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 reflecting debt held above TWUL; fifteen directors served during the year under the chairman Sir Peter Mason. The figures are read from an image-based copy whose text layer drops decimal points. [src-078] - Analysis: Ofwat's written evidence to the Commons Public Accounts Committee of 3 February 2014 lists the consortium as KWIHL (owned by Macquarie European Infrastructure Fund) 26.315%; BriTel Fund Trustees Limited for 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 (PFZW) 2.172%; PIP2PX (TW) Limited 2.020%; bcIMC WCBAF SIIF101 2006 Investment Corporation 1.306%; and PIP2GV (TW) Limited 1.238%. [src-075] ## Macquarie's exit and the 2018 licence changes - Analysis: On 14 March 2017 the Ontario Municipal Employees Retirement System (OMERS) announced that its infrastructure manager Borealis Infrastructure and Wren House Infrastructure Management Limited, the infrastructure arm of the Kuwait Investment Authority, had agreed as a consortium to buy a 26% stake in Kemble Water Holdings from Macquarie Infrastructure & Real Assets (MIRA), without disclosing financial details; the announcement quoted Sir Peter Mason as Thames Water's chairman. Companies House lists the Kuwait Investment Authority, an autonomous governmental body established under Kuwait's Law No. 47 of 1982, as Wren House Infrastructure Management's only person with significant control since 6 April 2016. [src-015] [src-089] - Analysis: In its November 2018 conclusions on the change of control, Ofwat recorded the Ultimate Controllers after the 2017 share sales as OMERS, the Universities Superannuation Scheme (USS), Infinity Investments, Wren House, BriTel Fund Trustees Ltd, Cicero Investment Corporation and bcIMC Investment Corporation, all of which had given undertakings, and confirmed that Macquarie kept no continuing influence or control after March 2017. After a consultation published on 11 May 2018, Ofwat modified TWUL's licence with the company's consent under section 13 of the Water Industry Act 1991 to bring its ring-fence up to what it called the industry-leading standard, including a revised definition of the issuer credit rating it must hold; the changes took effect on 21 November 2018. [src-044] - Analysis: Five former intermediate holding companies — 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 on 17 December 2018 and were dissolved by voluntary strike-off, with the final Gazette notice on 26 March 2019. Their filings had shown Kemble Water Investments as Kemble Water Limited's person with significant control, and Kemble Water Eurobond as Kemble Water Investments', from 6 April 2016. The filing history read for Thames Water Holdings Limited shows no change of name, so the record does not establish whether it is the Thames Water Holdings Plc bought in 2006. [src-046] [src-057] [src-081] [src-104] [src-091] ## BCI, USS and Wren House, 2021–2022 - Analysis: Kemble Water Finance's prospectus of 8 January 2021 defines its "Initial Investors" as PFZW, Tofino IMC Corporation (so spelt in the prospectus), Aquila GP Inc., Infinity Investments S.A., Cicero Investment Corporation, BriTel Fund Trustees Limited, 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, with any successors in title. Days earlier, on 4 January 2021, Torfino IMC Corporation Ltd had transferred 173,396,897 shares, leaving it with none, and Terrace IRR GP Inc is recorded with that number of shares, according to the 2022 confirmation statement. [src-076] [src-062] - Analysis: On 3 December 2021 USS announced that it had bought a further 8.77% of Thames Water from Wren House Infrastructure Management, taking its holding to nearly 20%, the largest single investment in the £82.2bn portfolio managed by its investment subsidiary; USS had first invested in 2017. Kemble Water Holdings' 2022 confirmation statement records that Wren House Infrastructure Investments Limited transferred all its 174,694,999 shares on 28 January 2022, and lists Church Water Investment Limited with 392,546,862 shares. Those 174,694,999 shares are 8.77% of the company, and Church Water, the USS-linked holder, then held 19.71%; the statement does not name the transferee, so the link rests on the matching numbers and USS's own announcement. [src-059] [src-062] [src-011] ## Sources - [src-018] Corporate registry source · src-018 - [src-012] The completed acquisition of Thames Water Holdings Plc by Kemble Water Limited: a position paper, Ofwat (Water Services Regulation Authority), 2007-05 - [src-006] Companies House register: Kemble Water Holdings Limited (05819262), persons with significant control, Companies House - [src-044] Thames Water: conclusions on change of control and modification of the instrument of appointment, Ofwat (Water Services Regulation Authority), 2018 - [src-117] GLEIF LEI records: MEIF Luxembourg Holdings and MEIF II Luxembourg Holdings, Global Legal Entity Identifier Foundation - [src-078] Company statement source · src-078 - [src-075] Written evidence from Ofwat to the Public Accounts Committee: water company ownership structures, House of Commons Public Accounts Committee publication of Ofwat evidence, 2014-02-03 - [src-015] Company statement source · src-015 - [src-089] Companies House register: Wren House Infrastructure Management Limited (08478917), persons with significant control, Companies House - [src-046] Companies House register: Thames Water Holdings Limited (05685587), filing history, Companies House - [src-057] Companies House register: Kemble Water Limited (05859424), filing history, Companies House - [src-081] Companies House register: Kemble Water Structure Limited (05819276), filing history, Companies House - [src-104] Companies House register: Kemble Water Liberty Limited (05819270), filing history, Companies House - [src-091] Companies House register: Kemble Water Investments Limited (05859428), filing history, Companies House - [src-076] Company statement source · src-076 - [src-062] Companies House register: Kemble Water Holdings Limited (05819262), confirmation statement made up to 25 September 2022, Companies House - [src-059] Company statement source · src-059 - [src-011] Companies House register: Kemble Water Holdings Limited (05819262), confirmation statement made up to 25 September 2024, Companies House