United Utilities Updates £12 Billion Euro Medium Term Note Programme with FCA-Approved Supplementary Offering Circular

What the FCA-Approved Supplement to the Offering Circular Covers

The supplementary offering circular published on 24 June 2026 serves as a formal update to the base offering circular that United Utilities placed with the market on 14 November 2025. Both documents relate to the group's Euro Medium Term Note (EMTN) Programme, a standing wholesale debt Facility that enables the company and its subsidiaries to raise Capital in the bond markets up to an aggregate programme ceiling of £12 billion. The FCA's approval of the supplement confirms that the document meets the regulatory standards required under applicable prospectus rules before it can be relied upon by eligible investors.

Supplementary offering circulars of this nature are a standard requirement within EMTN programmes when material new information arises, or when existing information in the base document needs to be updated, corrected, or augmented. By publishing this supplement, United Utilities ensures that the programme documentation remains accurate and legally sound, which is a prerequisite for any further note issuances under the programme. The full text of the supplement has been made available via the London Stock Exchange's RNS PDF service, and a copy has been submitted to the FCA's National Storage Mechanism, where it is available for public inspection.

United Utilities' £12 Billion Multi-Issuer EMTN Programme Explained

The Euro Medium Term Note Programme is a multi-issuer facility operating under the umbrella of the wider United Utilities Group. The two designated issuers under the programme are United Utilities PLC and United Utilities Water Finance PLC, both of which are subsidiaries within the United Utilities corporate structure. This dual-issuer arrangement is common among large regulated utilities, allowing the group to access Capital Markets through the most appropriate Legal entity for a given issuance, depending on regulatory, tax, or structural considerations.

An important structural feature disclosed in the announcement is the guarantee arrangement: notes issued by United Utilities Water Finance PLC carry a guarantee from United Utilities Water Limited, the principal regulated operating Subsidiary. This guarantee structure is designed to provide additional Credit support to bondholders, given that United Utilities Water Limited is the entity that holds the regulated water and wastewater licence for the North West of England and generates the regulated revenues that underpin the group's financial profile. A programme ceiling of £12 billion is a substantial facility, reflecting the capital-intensive nature of water infrastructure ownership and the group's ongoing Investment requirements.

Role of United Utilities Water Limited as Programme Guarantor

United Utilities Water Limited, which carries the LEI 213800RQ5FMB2GQ69174, acts as the guarantor for notes issued by United Utilities Water Finance PLC under the programme. This role is financially significant because it means that, in the event United Utilities Water Finance PLC were unable to meet its obligations to noteholders, United Utilities Water Limited would be called upon to satisfy those obligations. The guarantor's regulated status and predictable, Inflation-linked revenues from its water and wastewater operations in the North West of England are central to the credit proposition for investors in this part of the programme.

The inclusion of United Utilities Water Limited as guarantor also reflects the regulatory reality that the bulk of the group's Assets and cash flows are ring-fenced within the regulated entity. Investors and credit rating agencies typically analyse the creditworthiness of the regulated subsidiary closely when assessing EMTN notes of this type. The guarantee structure therefore creates a direct link between the credit quality of the regulated water Business and the bonds issued under the Finance PLC vehicle, which investors in UK Utility debt will be familiar with.

Regulatory Submission to the FCA National Storage Mechanism

As required under UK regulatory procedure, a copy of the supplementary offering circular has been submitted to the FCA's National Storage Mechanism (NSM), which serves as the official repository for regulated information relating to UK-listed companies and their securities. The NSM is accessible at the FCA's public data portal, providing retail and institutional investors, analysts, and other Market Participants with centralised access to regulated disclosures of this kind. Submission to the NSM is not merely a formality; it is a legal obligation that forms part of the transparency framework underpinning the UK's capital markets regime.

The fact that the supplement has been approved by the FCA prior to publication is equally important. FCA approval of prospectus-related documents, including supplementary offering circulars, involves a review process to ensure that the documentation is comprehensible, consistent, and contains the information necessary for investors to make informed decisions. For United Utilities, maintaining an up-to-date and FCA-approved offering circular is essential to its ability to access the bond markets efficiently whenever market conditions and financing needs align.

Geographic and Regulatory Restrictions on Notes Under the Programme

The announcement includes a detailed disclaimer making clear that the securities described in the programme documentation are subject to significant geographic restrictions. Most notably, the notes have not been, and will not be, registered under the US Securities Act of 1933, as amended, nor under any relevant US state securities laws. The securities may not be offered or sold within the United States or to US persons, as defined under Regulation S of the Securities Act, except in limited circumstances. There will be no public offering of the securities in the United States.

This restriction is standard for European EMTN programmes that are distributed under Regulation S exemptions and do not seek SEC registration. It does not limit the programme's relevance to UK and European institutional investors, who represent the natural buyer base for investment-grade utility paper of this type. The announcement also notes that the information may be addressed to residents of particular countries as specified in the offering circular itself, and potential investors are directed to ascertain their eligibility before relying on the documentation.

Treasurer Contact Information and Governance Transparency

The announcement names Brendan Murphy, Treasurer of United Utilities Group PLC, as the designated contact for further information regarding the supplement. A direct telephone number is provided, reflecting the group's commitment to maintaining open channels of communication with institutional investors, debt market participants, and other Stakeholders who may have detailed queries about the programme documentation. The disclosure of a named treasurer contact is a common practice in EMTN-related regulatory filings and helps underpin governance transparency in the context of wholesale debt programmes.

The treasurer function within a FTSE-listed utility of United Utilities' scale carries significant responsibility for managing the group's debt portfolio, Interest Rate exposure, and Liquidity. The EMTN programme is a central tool in that treasury management framework, and keeping the programme documentation current and regulator-approved is an ongoing operational requirement of the treasurer's office. The direct contact detail provided suggests that the group is prepared to engage substantively with queries from sophisticated market participants about the supplement and the wider programme.

United Utilities Shares and ADR Structure for International Investors

The announcement confirms that United Utilities Group PLC's ordinary shares trade on the London Stock Exchange, as would be expected for a constituent of the FTSE 100. The company also notes that American Depositary Receipts (ADRs) are available over the counter, with each ADR equivalent to two ordinary shares, trading under the symbol UUGRY. This dual-market structure allows international, particularly American, investors to gain economic exposure to United Utilities through a dollar-denominated instrument without purchasing London-listed shares directly, although it is important to note that the bonds issued under the EMTN programme are a separate class of security from the Equity and ADRs.

The mention of the ADR structure in the context of a bond programme announcement is worth noting, as it underlines the company's awareness of its international investor base. However, the immediate share price impact of this announcement was not clear from available public information, as supplementary offering circular publications relating to EMTN programmes are routine and do not typically signal new strategic direction or changes to Earnings guidance. Equity investors may view the maintenance of the debt programme as a neutral to mildly positive signal, consistent with the group's ongoing access to capital markets at scale.

Significance of the Supplement for United Utilities' Debt Financing Strategy

For a regulated water company such as United Utilities, access to long-term wholesale debt is fundamental to funding the Capital Expenditure required to maintain and upgrade infrastructure. Ofwat, the economic regulator for water and sewerage services in England and Wales, sets five-year regulatory spending plans known as Periodic Reviews, and utilities must secure substantial external financing to deliver their committed programmes. The EMTN programme, with its £12 billion ceiling, provides United Utilities with the structural capacity to raise bond finance at various maturities and in varying sizes as required.

Keeping the offering circular and any supplementary documents current and FCA-approved is therefore not merely a compliance exercise; it is a practical commercial necessity that underpins the group's ability to issue debt at short notice when market windows open. By publishing this supplement, United Utilities is ensuring that its debt capital markets infrastructure remains operational and that institutional investors and their legal advisers can rely on up-to-date documentation when participating in future bond issuances under the programme. Investors following the company's financing activity may watch for future issuance announcements that utilise the updated programme documentation.

What Bondholders and Equity Investors May Monitor Going Forward

For existing holders of notes issued under the United Utilities EMTN programme, the publication of a supplementary offering circular is a signal to review the updated documentation carefully to understand what new information has been incorporated since the November 2025 base document. The specific content of the supplement is contained in the full document available via the London Stock Exchange's RNS PDF service and the FCA's National Storage Mechanism. The company did not disclose in the announcement the specific nature of the material changes or additions driving the need for a supplement at this time.

Equity investors in United Utilities Group PLC may view the maintenance of a live, FCA-approved EMTN programme as part of the company's broader Balance Sheet management and as consistent with its investment-grade credit profile. Further issuances under the programme, if and when they occur, would typically be announced separately. Investors and analysts may also be watching for any commentary from management on the group's financing plans in the context of its current regulatory period, its Capital Investment commitments, and the prevailing interest rate environment in the UK gilt and Corporate Bond markets.