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Yorkshire Water Finance YORKSHIRE WATER FINANCE PLC (incorporated with limited liability in England and Wales with registered number 11444372) £8,000,000,000 Multicurrency programme for the issuance of Guaranteed Bonds financing Yorkshire Water Services Limited (incorporated in England and Wales with limited liability with registered number 02366682) The payment of all amounts owing in respect of the bonds (the “Bonds”) issued by Yorkshire Water Finance plc (the “Issuer”) will be unconditionally and irrevocably guaranteed by Yorkshire Water Services Limited (“YWS”), Yorkshire Water Services Holdings Limited (“YWH”) and Yorkshire Water Services Finance Limited (“YWSF”) as described herein. YWS, YWSF, the Issuer and YWH are together referred to herein as the “Obligors”. YWH has no significant assets other than the shares in its wholly-owned subsidiary, YWS. Application has been made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000, as amended (“FSMA”) (the “UK Listing Authority” or “UKLA”) for Bonds issued under the £8,000,000,000 multicurrency programme (the “Programme”) during the period of twelve months after the date hereof, to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such bonds to be admitted to trading on the London Stock Exchange’s regulated market (the “Market”). Except where the context provides otherwise, references in this Prospectus to Bonds being “listed” (and all related references) shall mean that such Bonds have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2014/65/EU (as amended, “MiFID II”) of the European Parliament and of the Council on markets in financial instruments. The Programme provides that Bonds will be listed on the London Stock Exchange. The Issuer may not issue unlisted bonds. The Bonds may be issued on a continuing basis to one or more of the Dealers specified under Chapter 1 “The Parties” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the “relevant Dealer”, in the case of an issue of Bonds being (or intended to be) subscribed by more than one Dealer, shall be to all Dealers agreeing to subscribe to such Bonds. For the avoidance of doubt, the Issuer may not as of the date of this Prospectus issue Wrapped Bonds pursuant to this Prospectus without issuing a supplemental prospectus. Interests in a Temporary Global Bond (as defined below) will be exchangeable, in whole or in part, for definitive securities in bearer form on or after the date 40 days after the later of the commencement of the offering and the relevant Issue Date, upon certification as to non- U.S. beneficial ownership or to the effect that the holder is a U.S. person who purchased in a transaction that did not require registration under the Securities Act (as defined below) and as may be required by U.S. tax laws and regulations, as described in Chapter 8 “The Bonds” under “Forms of the Bonds”. See Chapter 4 “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Bonds. Arranger NatWest Markets Dealers Bank of China Limited, Barclays BNP PARIBAS HSBC London Branch Lloyds Bank Corporate MUFG NatWest Markets Santander Corporate & Investment Markets Banking Prospectus dated 30 January 2019 Under the Programme, the Issuer may, subject to all applicable legal and regulatory requirements, from time to time issue Bonds in bearer and/or registered form (respectively “Bearer Bonds” and “Registered Bonds”). Copies of each Final Terms or Drawdown Prospectus (as defined below) will be available (in the case of all Bonds) from the specified office set out below of Deutsche Trustee Company Limited as bond trustee (the “Bond Trustee”), (in the case of Bearer Bonds) from the specified office set out below of each of the Paying Agents (as defined below) and (in the case of Registered Bonds) from the specified office set out below of each of the Registrar and the Transfer Agent (each as defined below). The maximum aggregate nominal amount of all Bonds from time to time Outstanding (as defined below) under the Programme will not exceed £8,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. Details of the aggregate principal amount, interest (if any) payable, the Issue Price (as defined below) and any other conditions not contained herein, which are applicable to each Tranche of each Sub-Class of each Class of each Series (all as defined below) will be set forth in a final terms (the “Final Terms”) or a drawdown prospectus (“Drawdown Prospectus”) which, in the case of Bonds to be admitted to the Official List and to trading on the Market, will be delivered to the UK Listing Authority and the London Stock Exchange on or before the relevant date of issue of the Bonds of such Tranche. Bonds issued by the Issuer under the Programme will be issued in series (each a “Series”) and in one or more of four classes (each a “Class”). Bonds issued by the Issuer may be issued in wrapped or unwrapped form. The guaranteed unwrapped Bonds will be designated as either “Class A Unwrapped Bonds” or “Class B Unwrapped Bonds”. The guaranteed wrapped Bonds will be designated as either “Class A Wrapped Bonds” or as “Class B Wrapped Bonds”. Each Class may comprise one or more sub-classes (each a “Sub-Class”) with each Sub-Class pertaining to, among other things, the currency, interest rate and Maturity Date (as defined below) of the relevant Sub-Class. Each Sub-Class fixed rate, floating rate or index-linked Bonds and may be denominated in sterling, euro or U.S. dollars (or in other currencies subject to compliance with applicable laws). Each Sub-Class may be issued in one or more tranches (each a “Tranche”), the specific terms of each Tranche being identical in all respects, save for the issue dates, interest commencement dates and/or issue prices, to the terms of the other Tranches of such Sub-Class. Each Class of Unwrapped Bonds is expected on issue to have the following credit ratings: Class Standard & Poor’s Moody’s Fitch Class A Unwrapped Bonds A- Baa1 A Class B Unwrapped Bonds BBB Ba1 BBB+ In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Community and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies as amended (the “CRA Regulation”). The credit ratings included or referred to in this Prospectus will be treated for the purposes of the CRA Regulation as having been issued by S&P Global Ratings Europe Limited (“Standard & Poor’s”), Moody’s Investors Service Limited (“Moody’s”) and Fitch Ratings Ltd. (“Fitch”, and together with Standard & Poor’s and Moody’s the “Rating Agencies”). Each of the Rating Agencies is a credit rating agency established and operating in the European Community and is registered under the CRA Regulation. The European Securities and Market Association (“ESMA”) is obliged to maintain on its website a list of credit rating agencies registered in accordance with the CRA Regulation. This list must be ii updated within 30 days of ESMA’s notification to the relevant credit rating agency of adoption of any decision to withdraw the registration of a credit rating agency under the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by any one or all of the Rating Agencies. A suspension, reduction or withdrawal of the rating assigned to any of the Bonds may adversely affect the market price of such Bonds. For the avoidance of doubt, the Issuer may not as of the date of this Prospectus issue Wrapped Bonds pursuant to this Prospectus without issuing a Drawdown Prospectus. The credit ratings of any Class of Wrapped Bonds which may be issued by the Issuer under the Programme in the future are not known as at the date of this Prospectus. None of the Class A Unwrapped Bonds or Class B Unwrapped Bonds (the “Unwrapped Bonds”) will benefit from a Financial Guarantee or the guarantee of any other financial institution. If Class A Wrapped Bonds and/or Class B Wrapped Bonds (the “Wrapped Bonds”) are issued, they will be unconditionally and irrevocably guaranteed as to scheduled payments of interest and principal (as adjusted for indexation, as applicable, but excluding any additional amounts relating to premium, prepayment or acceleration, accelerated amounts and Subordinated Step-up Fee Amounts, as defined below (the “FG Excepted Amounts”)) pursuant to Financial Guarantees (as defined below) (and the endorsements thereto) to be issued by certain financial institutions, each a “Financial Guarantor”. The Financial Guarantor issuing a Financial Guarantee in respect of any Class, Sub-Class or Tranche of Class A Wrapped Bonds or Class B Wrapped Bonds is referred to as the “Relevant Financial Guarantor” in respect of such Classes, Sub-Classes or Tranches. The credit rating of such Class A Wrapped Bonds and such Class B Wrapped Bonds will be based upon the financial strength of the relevant Financial Guarantor and the underlying ratings of such Bonds.
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