Pennon Regulatory News (PNN)

Pennon Group plc announces results of its Tender Offer

for its £100,000,000 Variable Rate Notes due 2022

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

24 March 2021. Pennon Group plc(1) (the Company) announces today the results of its invitation to holders of its £100,000,000 Variable Rate Notes due 2022 (ISIN: XS0311717929) (the Notes) to tender such Notes for purchase by the Company for cash (such invitation, the Offer).

The Offer was announced on 16 March 2021 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 16 March 2021 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 23 March 2021. As at the Expiration Deadline, £70,000,000 in aggregate principal amount of the Notes were validly tendered for purchase pursuant to the Offer.

The Company announces that it has decided to accept for purchase all Notes validly tendered pursuant to the Offer, at a cash purchase price determined at or around 2.00 p.m. (London time) on 24 March 2021 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (expressed as a percentage rounded to the third decimal place (with 0.0005 being rounded upwards)) (such sum, the Purchase Yield) of (i) the purchase spread of 25 bps (determined on a semi-annual basis) (the Purchase Spread) and (ii) the Benchmark Security Rate.

The Purchase Price has been determined in accordance with market convention and is expressed as a percentage of the principal amount of the Notes accepted for purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to the scheduled maturity date of the Notes on the Settlement Date equal to the Purchase Yield. Specifically, the Purchase Price equals (a) the value of all remaining payments of principal and coupon amounts on the Notes up to and including maturity, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) the Accrued Coupon Amount.

A summary of the final results of the Offer appears below:

Settlement of the purchase of the relevant Notes pursuant to the Offer is expected to take place on 26 March 2021. The Company intends to cancel those Notes accepted for purchase pursuant to the Offer and such Notes will not be re-issued or re-sold. Following settlement of the Offer, £30,000,000 in aggregate principal amount of the Notes will remain outstanding.

Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com) is acting as Dealer Manager and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris; Email: pennon@lucid-is.com) is acting as Tender Agent.

This announcement is released by Pennon Group plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Simon Pugsley, Group General Counsel and Company Secretary at Pennon Group plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

(1) LEI: 213800V1CCTS41GWH423