United Utilities Regulatory News (UU.)

31 Jul 2008 12:08

United Utilities Group PLC

Recommended proposals relating to the introduction of United Utilities Group

PLC as the holding company of United Utilities PLC and for the Return of Capital of approximately ‚£1.5 billion to Shareholders Reduction of Capital 31 July 2008

United Utilities Group PLC (the "Company") announces that the reduction of capital, approved by the High Court on 30 July 2008, has become effective. The nominal value of each United Utilities Group Ordinary Share has been reduced from 500 pence to five pence; all the issued and unissued Class A Shares have been cancelled; and both of the Subscriber Ordinary Shares have been cancelled.

Expected Timetable of Key Events

8 August 2008 Payment of the United Utilities Final Dividend

By 19 August Despatch of cheques or crediting of CREST/mandated bank accounts 2008 in relation to B Share Dividend and Initial B Share Redemption

14 April 2009 Final B Share Redemption

This timetable is based on the Board's expectations and may be subject to change.

For Further Information

Equiniti Limited, United Utilities' registrars 0871 384 2898/+44 121 415

0269

Tim Weller, Chief Financial Officer, United +44 (0) 1925 237000 Utilities

Gaynor Kenyon, Communications Director, United +44 (0) 1925 237000 Utilities

Darren Jameson, Head of Investor Relations, +44 (0) 1925 237000 United Utilities

Dominic Fry/Tom Murray, Tulchan Communications +44 (0) 20 7353 4200

Notes

1. Terms used but not defined in this announcement have the meanings given to

them in the scheme circular sent by United Utilities PLC to its

shareholders dated 6 June 2008.

2. No United Utilities Group Ordinary Shares or B Shares have been marketed

to, nor are any available for purchase by, the public in the United Kingdom or elsewhere in connection with the Admission. This announcement does not constitute an offer or form part of any offer or invitation to purchase, subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue United Utilities Group Ordinary Shares, B Shares or any other securities in United Utilities or United Utilities Group. This announcement does not constitute a prospectus equivalent document.

3. Overseas Shareholders may be affected by the laws of other jurisdictions in

relation to the Proposals or the distribution of this announcement. Persons into whose possession this announcement comes should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the Proposals, the distribution of this announcement and the Prospectus. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

INFORMATION FOR US SHAREHOLDERS

4. Neither the United Utilities Group Ordinary Shares nor the B Shares will

be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance of the exemption from registration provided by Section 3(a)(10) thereof. Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the United Utilities Group Ordinary Shares or the B Shares or passed an opinion on the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement is not an offer of securities for sale in the United States. Neither the United Utilities Group Ordinary Shares nor the B Shares to be issued to Shareholders in connection with the Scheme have been, will be, nor are required to be, registered with the SEC under the US Securities Act, in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act. For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act with respect to the United Utilities Group Ordinary Shares and the B Shares issued pursuant to the Scheme, United Utilities will advise the Court that it will rely on Section 3 (a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by United Utilities as an approval of the Scheme following a hearing on its fairness to Shareholders at which hearing all such Shareholders will be entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been or will be given to all such Shareholders.

5. United Utilities PLC has received advice in relation to the Proposals from

Deutsche Bank AG, London Branch and JPMorgan Cazenove Limited. Deutsche Bank, which is authorised under German Banking Law (competent authority: BaFin-Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority and regulated by the Financial Services Authority for the conduct of UK business and JPMorgan Cazenove, which is authorised and regulated by the Financial Services Authority in the United Kingdom, are jointly acting as sponsors and financial advisers for United Utilities and United Utilities Group and no-one else in connection with the Proposals and will not be responsible to anyone other than United Utilities and United Utilities Group for providing protections afforded to clients of Deutsche Bank and JPMorgan Cazenove respectively or providing advice in relation to the Proposals or any other matters described in this announcement.