FINAL TERMS UNITED UTILITIES WATER FINANCE PLC
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1 EXECUTION VERSION FINAL TERMS 21 April 2015 UNITED UTILITIES WATER FINANCE PLC Issue of GBP 35,000, per cent. Index-Linked Notes due April 2030 unconditionally and irrevocably guaranteed by UNITED UTILITIES WATER LIMITED under the EUR 7,000,000,000 Euro Medium Term Note Programme PARTA-CONTRACTUALTERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 19 November 2014 and the supplement to it dated 10 April 2015 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Offering Circular"). This document constitutes the Final Terms of the Notes described herein for the purposes ofarticle 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular has been published on the website of the Regulatory News Service operated by the London Stock Exchange at I. Issuer: United Utilities Water Finance PLC Guarantor United Utilities Water Limited 2. Series Number: 49 Tranche Number: (c) Date on which the Notes will be consolidated and form a single Series: 3. Specified Currency or Currencies: Pounds sterling (GBP) 4. Aggregate Nominal Amount: Series: GBP 35,000,000 Tranche: GBP 35,000, Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. Specified Denominations: GBP 100,000 and integral multiples of GBP 1,000 in excess thereof up to and including GBP 199,000. No Notes in definitive form will be issued with a denomination above GBP 199,000.
2 2 Calculation Amount: GBP 1, Issue Date: 23 April 2015 Interest Commencement Date: Issue Date 8. Maturity Date: 23 April Interest Basis: RPI Linked Interest (see paragraph 18 below) 10. Redemption/Payment Basis: RPI Linked Redemption 11. Change of Interest Basis: 12. Put/Call Options: 13. Status of the Notes: Senior, unsecured Date of approval for issuance obtained: 13 April Method of Distribution Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions 16. Floating Rate Note Provisions 17. Zero Coupon Note Provisions 18. RPI Linked Note Provisions Applicable - Conditions 5 and 6 apply Rate of Interest: per cent. per annum multiplied by the Index Ratio (in accordance with Condition 5.3) Name and address of Calculation Agent: Citibank, N.A. (c) Specified Period(s)/Specified Interest Payment Dates: Semi-annually in arrear on 23 April and 23 October in each year, commencing on 23 October 2015 and up to and including the Maturity Date (d) Business Day Convention: (e) Additional Business Centre(s): (f) Day Count Fraction: Actual/Actual (ICMA)
3 3 (g) Base Index Figure: , being the Index Figure applicable to 23 April 20I5 (h) Index Figure applicable to: 3 month lag applies (i) Reference Gilt: 0. I25 per cent. Index-Linked Treasury Stock due 22 March 2029 (j) Minimum Rate of Interest: (k) Maximum Rate of Interest: PROVISIONS RELATING TO REDEMPTION 19. Notice periods for Condition Issuer Call: 21. Investor Put: 22. Final Nominal Amount, subject in the case of Condition 8. I to indexation as provided in Condition 6.2 (i) Minimum Final (ii) Maximum Final 23. Early Redemption Amount payable on redemption for taxation reasons, indexation reasons or on event ofdefault: Nominal Amount, subject in the case of Condition 8.2 and Condition 11 to indexation as provided in Condition 6.2 (i) Minimum Early (ii) Maximum Early GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event. 25. New Global Notes: Yes 26. Additional Financial Centre(s):
4 4 27. Talons for future Coupons to be attached Yes to Definitive Notes: 28. Redenomination applicable: Redenomination not applicable DISTRIBUTION 29. If syndicated, names of Managers: Date of Subscription Agreement: 30. If non-syndicated, name ofrelevant Manager: RBC Europe Limited 31. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: TEFRA D applicable Regulation S
5 5 LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the EUR 7,000,000,000 Euro Medium Term Note Programme established by United Utilities PLC and United Utilities Water Finance PLC, with obligations under Notes issued by United Utilities Water Finance PLC unconditionally and irrevocably guaranteed by United Utilities Water Limited. Signed on behalfofthe Issuer: By: ~ ~ Duly authorised Signed on behalfofthe Guarantor: By: ~ ~ Duly authorised
6 6 PART B - OTHER INFORMATION 1. LISTING Listing: London Admission to trading: Application has been made for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date. (c) Estimate of total expenses related to GBP I, 750 (excluding VAT) admission to trading: 2. RATINGS Ratings: The Notes to be issued are expected to be rated: S&P: BBB+ Moody's: A3 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Manager, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. 4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES Reasons for the offer See "Use of Proceeds" section of the Offering Circular 5. YIELD Indication of yield: per cent. per annum The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 6. HISTORIC INTEREST RATES Not applicable. 7. OPERATIONAL INFORMATION!SIN: XSl Common Code: (c) Any clearing system(s) other than Euroclear and Clearstream,
7 7 Luxembourg and the relevant identification number(s): (d) Delivery: Delivery against payment (e) Names and addresses additional Paying Agent(s) any): of (if
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