Thames Water Utilities Holdings Limited

analysisThames Water Utilities Holdings Limited (TWUHL, 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 renamed on 20 June 2007. Thames Water Limited is TWUHL's person with significant control, and TWUHL is the only person with significant control of TWUL, in each case with 75% or more of the shares and votes and the right to appoint or remove directors, notified on 6 April 2016. The group says it was set up in 2007 for the whole business securitisation and gives the lenders security over the shares in TWUL. As an obligor it is party to the Security Trust and Intercreditor Deed, guarantees the obligations of TWUL and Thames Water Utilities Finance plc (TWUF) and, since 2025, the borrowings of Thames Water Super Senior Issuer plc. ^{1 2 3 4 5 6 7}

analysisSince June 2024 TWUL's directors have also sat on TWUHL's board: Nick Land, Chris Weston and Ian Pearson joined its board on 18 June 2024, the day two shareholder nominees left, Aidan de Brunner and Neil Robson on 14 November 2024 and Julian Gething on 22 January 2025. ^{8 9 10 11 12}

analysisOn 10 December 2024 TWUHL applied under Part 26A of the Companies Act 2006 to convene meetings of its finance creditors, and on 17 December 2024 Trower J found that it faced financial difficulties affecting its ability to continue as a going concern. The plan covered £550 million of undrawn liquidity facilities; about £14.747 billion of Class A and £1.366 billion of Class B debt, all borrowed or issued by TWUL or TWUF; hedging liabilities; and about £3.4 billion of subordinated loans owed by TWUHL to Thames Water Limited; TWUHL itself has no employees and no material assets other than its shares in TWUL, and guarantees TWUL's and TWUF's obligations. ^{1 2 3 4}

analysisIn his judgment of 18 February 2025 Leech J found that if the plan were refused TWUL would most likely enter special administration on or before 24 March 2025, held that the plan was not unfair to the Class B creditors and did not infringe the Chapter I prohibition of competition law, and sanctioned it, the order being made on 21 February 2025. The Court of Appeal dismissed the appeals by the Class B group, Thames Water Limited and Charlie Maynard MP on 17 March 2025 but excluded from the plan's releases 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; the Supreme Court refused Mr Maynard permission to appeal on 30 July 2025. ^{2 3 5 4 6}

analysisTWUHL owed TWUL £1,249.1 million of principal at 31 March 2025 under two unsecured loans at the Sterling Overnight Index Average (SONIA) plus 0.6266%, one extended to 30 August 2039 and the other not repayable on demand during the stable platform period, which then ran to the next senior debt maturity on 22 March 2027. TWUL added an expected credit loss provision of £1,270.6 million in 2024/25, reducing the net balance to nil, because it forecast no dividends in 2025–30 with which TWUHL could repay, and expects the loans to be written off. ^{1 2}

analysisTWUHL in turn owes its parent. At 31 March 2026 it owed Thames Water Limited £2,282.2 million of principal and £1,571.9 million of interest, the largest item being £1,980.1 million of unpaid deferred consideration for its purchase of TWUL, at 10% interest and repayable at its discretion by 2058 after an extension on 25 February 2025; it repaid none of it in 2024/25 or 2025/26. Its own balance sheet at that date shows borrowings — its own debts, chiefly to Thames Water Limited — 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), after a 2025/26 loss of £274.2 million made up almost entirely of finance expenses of £274.9 million. ³