Who owns Thames Water Utilities Limited

analysisThames Water Utilities Limited sits at the foot of a chain of UK companies recorded at Companies House, each link notified on 6 April 2016. Thames Water Utilities Holdings Limited (TWUHL, 06195202) is TWUL's only person with significant control, with 75% or more of its shares and votes and the right to appoint or remove directors. Thames Water Limited (02366623) controls TWUHL in the same way; Kemble Water Finance Limited (05819317) holds 75% or more of the shares and votes of Thames Water Limited; Kemble Water Eurobond Plc (05957999) controls Kemble Water Finance; and Kemble Water Holdings Limited (05819262) controls Kemble Water Eurobond. Kemble Water Holdings itself has no registered person with significant control: since 1 June 2017 its register has carried a statement that it knows or has reasonable cause to believe there is no registrable person or relevant legal entity. ^{1 2 3 4 5 6}

analysisThe group explains why each layer exists. Kemble Water Holdings was set up in 2006 for investors to hold their shares; Kemble Water Eurobond raised debt from shareholders, and Kemble Water Finance raised debt from external lenders, to help buy TWUL in 2006, the external debt being held closer to TWUL because outside lenders require greater security. Thames Water Limited, once listed on the London Stock Exchange, now holds pension obligations and other non-regulated companies. TWUHL was set up in 2007 for the whole business securitisation and gives its lenders security over the shares in TWUL, while Thames Water Utilities Finance plc and Thames Water Super Senior Issuer plc raise debt and super senior debt to fund TWUL. Kemble Water Holdings' 2022/23 consolidated accounts list Kemble Water Eurobond and Kemble Ventures Holdings Limited as its direct wholly owned subsidiaries and, among its indirect ones, Kemble Water Finance, Thames Water (Kemble) Finance plc, Thames Water Limited, TWUHL, TWUL and Thames Water Utilities Finance plc. ^{7 8}

analysisBelow TWUL are its two financing subsidiaries. TWUL is the person with significant control of Thames Water Utilities Finance plc (02403744), notified on 6 April 2016, and, from 25 February 2025, of Thames Water Super Senior Issuer plc (16110279); from 29 November 2024 until that date the super senior issuer was controlled by Thames Water Super Senior Holdco Limited (16110214). ^{9 10}

analysisThames Water's structure web page, as retrieved on 17 October 2026, names the external shareholders of Kemble Water Holdings and the years they entered: the Ontario Municipal Employees Retirement System (OMERS) 31.777% (2017–2018); the 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 wholly owned by Fiera Infrastructure Inc., 4.996% (2013); and Stichting Pensioenfonds Zorg en Welzijn (PFZW) 2.172% (2006). TWUL's 2024/25 annual report corrects one entry: Hermes GPE was listed in error as a shareholder in the previous year's accounts, the legal owner of the 8.699% interest being BriTel Fund Trustees Limited, custodian trustee of the BT Pension Scheme, for which Hermes GPE acts as investment manager. Hermes GPE LLP (OC348770, legal entity identifier (LEI) 549300OPDMK6XNMN2594, 150 Cheapside, London) has had Federated Hermes Limited as its person with significant control since 6 April 2016; GPE Partner Limited, which held more than 25% but not more than 50% of its votes, ceased to be one on 30 May 2024. ^{1 2 3 4}

analysisThe Companies House register gives the legal holders. Kemble Water Holdings' confirmation statement made up to 25 September 2024 records 1,991,600,000 ordinary shares of £1, each with one vote, held by Aquila GP Inc. as general partner of the Aquila Sonnet Limited Partnership (99,493,484); BriTel Fund Trustees Limited for 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 transferred out of its holding 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). The statements made up to 25 September 2025 and 25 September 2026 were filed with no updates, so the register shows no later change. ^{5 6}

analysisDividing these holdings by the 1,991,600,000 shares reproduces each percentage on the company's list: the three OMERS Farmoor vehicles together hold 632,869,723 shares (31.777%), Church Water Investment 19.710% (the USS figure), Infinity 9.900%, Terrace IRR GP 8.706% (the BCI figure), BriTel 8.699%, Cicero Investment Corporation 8.688% (the CIC figure), the QIC trustee 5.352%, Aquila 4.996% and PFZW 2.172%, and the eleven holdings account for every share. The matching percentages show which registered holder corresponds to which named investor, not who owns each holder: registry and party records document the OMERS, USS and BCI links, but no document in the record states who owns Cicero Investment Corporation or where it is registered. ^{5 1 2}

analysisThe USS holding runs through Church Water Investment Limited (10859956), whose only person with significant control since 24 July 2017 is L3 Investment Holdings LP, a Scottish limited partnership (SL024106) at 50 Lothian Road, Edinburgh. L3's own controllers, notified the same day, are Universities Superannuation Scheme Limited (01167127), a company limited by guarantee at the Royal Liver Building, Liverpool, with 75% or more of the votes and surplus assets, and L3 Investment Holdings Gp Limited (SC521123) with the right to appoint or remove persons. Universities Superannuation Scheme Limited is the scheme's trustee company and, according to the scheme's 2020/21 report and accounts, owns the share capital of a number of investment holding companies used to administer its investments; it has no person with significant control. Since 7 January 2019 Church Water's company secretary has been USS Secretarial Services Limited (11749329), care of the trustee company in Liverpool. ^{1 2 3 4 5}

analysisOMERS's largest block of 435,906,071 shares was listed in Kemble Water Holdings' 2022 confirmation statement under OMERS Farmoor Singapore Pte. Ltd and in the 2024 statement under OMERS Farmoor SGP LP, alongside the holdings of OMERS Farmoor 2 Holdings B.V. and OMERS Farmoor 3 Holdings B.V.; Companies House notes that a second filed statement changing the 2022 capital and shareholder information was registered on 2 July 2024, without showing which entries it changed. A newspaper reported in July 2023, citing another newspaper, that OMERS Farmoor Singapore, a Singapore entity owned by OMERS, valued its holding in Kemble at £700m at the end of 2022, down from £979m a year earlier. That is a media account: no filing of OMERS or of the vehicle in the record confirms either the valuation or the statement that OMERS owns the vehicle. ^{6 7 8}

analysisThe registered holding that corresponds to BCI's stake is that of Terrace IRR GP Inc. In a response to an Ofwat consultation dated 17 May 2018, BCI said it had first bought into Kemble Water Holdings in 2006, increased its stake in 2010 and 2011 and then owned 8.7%; the letter was signed by Lincoln Webb as president of the vehicles BCIMC SIIF101 2006 Investment Corporation and BCIMC WCBAF SIIF101 2006 Investment Corporation. A 2007 U.S. Securities and Exchange Commission filing describes BCI (bcIMC) as created by an act of the Government of British Columbia under the Public Sector Pension Plans Act 1999 and lists Mr Webb as its Vice President, Private Placements. Corporations Canada records Terrace IRR GP Inc. (12452464, incorporated 27 October 2020) and bcIMC WCBAF SIIF101 2006 Investment Corporation (12605287, formed by amalgamation on 2 January 2021) at 750 Pandora Avenue, Victoria, each with Mr Webb as its only director and each excused from reporting individuals with significant control as a Crown corporation or a wholly owned subsidiary of one. Terrace's 173,396,897 shares, received from Torfino IMC Corporation Ltd on 4 January 2021, are exactly the 8.706% the company attributes to BCI; no record states Terrace's shareholder, so the attribution rests on these matching registry and party records. ^{9 10 11 12 7 13 14 6}

analysisUnder TWUL's licence an Ultimate Controller is a person in a position to control or materially influence the company's policy or affairs in Ofwat's reasonable determination. In a letter of 8 September 2025 to the chair of the Commons Business and Trade Committee, Ofwat said it still regarded Kemble Water Holdings, as the UK 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 — as TWUL's Ultimate Controllers, because the ownership structure and governance arrangements, including a shareholders' agreement, leave them able to influence it whether or not they use that ability. Ofwat noted that certain shareholders had withdrawn their directors from TWUL's board and, according to the company, were no longer taking an active role or being consulted as before; it tested whether this changed the Ultimate Controllers and concluded that it did not. ¹

analysisThe same letter states that no creditor or group of creditors — including the more than 100 financial institutions advised by Akin Gump LLP that hold over £13 billion of Class A and super senior debt, and the members of their coordinating committee holding over £8 billion who were preparing a recapitalisation proposal — could then exert influence amounting to Ultimate Control, because they hold no shares, no right to appoint directors and no veto or other governance rights. Ofwat said that if the equity raise significantly changed the shareholders it would expect the Ultimate Controllers to change and would require undertakings from the new ones. Its earlier letter of 28 January 2025, filed with the High Court in the restructuring plan case, had concluded that no change of Ultimate Controllers had occurred or would occur if the plan's financing agreements took effect. ¹