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Severn Trentplc SECTION 5 SEVERN TRENT/1 The phrase the "General Section" in this Section 5 is a reference to the information in Section 1 forming part of the listing particulars for the Ordinary Shares of Severn Trent Plc, as described on page 1 of that Section 1. This Section should be read in conjunction with the General Section which contains information relevant to Severn Trent Plc as well as to other Water Holding Companies. This Section and the General Section (as defined above) constitute the listing particulars of Severn Trent Pic. The listing particulars of Severn Trent Plc should be read independently of, and without reference to, the listing particulars of any other company contained in this document. In particular, no inferences should be drawn in relation to Severn Trent Plc from any statement-in, or the absence of any statement in, the listing particulars of any other company or companies included in this document and no assumption should be made as to consistency between Severn Trent Plc's listing particulars and any such other company's or companies' listing particulars in relation to the bases and assumptions on which information contained therein has been prepared. Severn TrentPlc Under the UK Offer for Sale and Overseas Offers in Canada, Continental Europe, Japan and the US 353,646,000 Ordinary Sharesof £1 each are being offered at 240p per Ordinary Share of which 100p is payable now, 70p is payable on 31st July, 1990 and 70p is payable on 30th July,1991 255 SECTION 5 SEVERN TRENT/2 SHARE CAPITAL AND INDEBTEDNESS AND PRO F =ORMA NET ASSETS SHARE CAPITAL AND INDEBTEDNESS SHARE CAPITAL The share capital of Severn Trent following the Severn Trent Combined Offer will be as follows: Authorised issued and credited as fully paid '' f475,000 000 Orcliriary Shares qf£1 each £353,646,000 £1 Special Rights Redeemable Preference Share £1 The Ordinary Shares now offered for sale rank in full for all dividends and other distributions hereafter declared, paid or made on the ordinary share capital of Severn Trent. Special arrangements apply to any capitalisation issues, rights issues or non-cash dividends during the period when the instalment arrangements apply and are described in Part 5 of Chapter IV of the General Section. Further details relating to the Special Rights Redeemable Preference Share are included in Part 1 of Chapter IV of the General Section. INDEBTEDNESS As at the close of business on 6th October, 1989 (and save for any sums borrowed or treated as borrowed by the Predecessor Water Authority from the Secretary of State or the Public Works Loan Commissioners, the liability to repay which was vested in Severn Trent on 1st September, 1989 ("relevant loans")) the Group had outstanding secured loans of £0.2 million, unsecured loans of £17.9 million and obligations under finance leases of £35.1 million. At that date the Group had cash and bank balances including short term deposits of £49.6 million. As part of the capital restructuring more fully described in Chapter I of this Section, on 15th November, 1989 all of the Group's indebtedness in respect of relevant loans was written off and on 20th November, 1989 the Secretary of State entered into a conditional agreement to subscribe for Ordinary Shares in Severn Trent; it is expected that Severn Trent will receive £361.0 million in cash under the terms of the subscription agreement on 29th December, 1989. On the basis of the capital restructuring and taking account of £35.2 million paid on 15th November, 1989 in respect of accrued interest on relevant loans, the pro forma indebtedness of the Group as at 6th October, 1989 would have been £53.2 million and the Group's pro forma cash resources at that date would have been £375,4 million. Save as disclosed above (and apart from any intra-Group indebtedness and relevant loans), as at 6th October, 1989 the Group did not have any loan capital outstanding or created but unissued, term loans or other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase or finance lease commitments, mortgages, charges or any material guarantees or other material contingent liabilities. PRO FORMA NET ASSETS The pro forma net assets of the Group as at 31st March, 1989, after adjusting for the capital restructuring, as described in Chapter I of this Section, would have been £1,606.4 million. 256 SECTION 5 SEVERN TRENT/3 CONTENTS CONTENTS Page DEFINITIONS Severn Trent/4 KEY INFORMATION Severn Trent/5 DIRECTORS AND ADVISERS Severn Trent/7 CHAPTER I THE BUSINESS OF SEVERN TRENT Introduction Severn Trent/8 History Severn Trent/8 Review of activities Severn Trent/10 Directors, management and employees Severn Trent/22 Financial summary Severn Trent/25 Capital structure Severn Trent/27 Investment expenditure Severn Trent/27 Regulation - K Severn Trent/28 Current trading and profit forecasts Severn Trent/29 Dividends Severn Trent/29 Financing Severn Trent/30 Prospects Severn Trent/30 CHAPTER II ACCOUNTANTS' REPORT Severn Trent/32 CHAPTER III INFORMATION RELATING TO THE PROFIT FORECASTS Severn Trent/40 CHAPTER IV INFORMATION RELATING TO THE K INVESTMENT PROGRAMME Severn Trent/42 CHAPTER V ADDITIONAL INFORMATION Severn Trent/44 257 SECTION 5 SEVERN TRENTj4 DEFINITIONS DEFINITIONS The definitions set out below and those set out under "Definitions and Glossary of Terms" in the General Section apply in this Section. Company Severn Trent Plc Group the Company and its subsidiaries Severn Trent Water Authority the predecessor body to Severn Trent Water Severn Trent the Company and/or, where the context requires, the Group or Severn Trent Water Authority Severn Trent Water Severn Trent Water Limited, a wholly owned subsidiary of Severn Trent and/or, where the context requires, Severn Trent Water Authority Severn Trent Industries Severn Trent Industries Limited, a wholly owned subsidiary of .the Company Water Region the geographical area for which Severn Trent Water has been appointed water undertaker pursuant to the Water Act Sewerage Region the geographical area for which Severn Trent Water has been appointed sewerage undertaker pursuant to the Water Act Region the geographical area encompassing the Water Region and the Sewerage Region Directors the directors of the Company Local Statutory Water Companies East Worcestershire Waterworks Company and South Staffordshire Waterworks Company which operate wholly within the Region Ordinary Shares the ordinary shares of £1 each in the capital of the Company Severn Trent Offer the offer for sale in the UK of up to 288,221,328 Ordinary Shares being made by Schroders on behalf of the Secretary of State and described herein Severn Trent Overseas Offers the separate offerings of Ordinary Shares in Canada, Continental Europe, japan and the US referred to herein of up to 65,424,672 Ordinary Shares Severn Trent Combined Offer the Severn Trent Offer and the Severn Trent Overseas Offers General Section Section 1 of the Prospectus, to the extent that it forms part of the listing particulars for the Ordinary Shares of Severn Trent, as therein described K Investment Programme the programme of work relating to the assets of the Group of which account was taken in the initial setting of K, as described in Chapter 1 of this Section Specific K Adjustment a change to K other than at a Periodic Review in respect of a Notified Item or a Relevant Change of Circumstance, as described in Chapter II of the General Section. 258 SECTION 5 SEVERN TRENT/5 KEY INFORMATION KEY INFORMATION The following information is derived from the full text of this Section and should be read in conjunction with that text and the General Section, Further Key Information appears in the General Section. BUSINESS Severn Trent Water, the principal subsidiary of Severn Trent, is one of the largest of the ten Water Service Companies. It provides water and sewerage services in the East and West Midlands. Severn Trent's management has been strengthened in recent years and the Chairman, Chief Executive and Finance Director all have private sector experience. In addition, the senior managers of Severn Trent Water, most of whom have spent the majority of their careers in the water industry, have a broad range of experience in a variety of managerial positions. Severn Trent Water provides sewerage services to a population of over eight million and water services to a population of nearly seven million. Two Local Statutory Water Companies operate within the Region. The Region has a diversified economy and Severn Trent Water has a large customer base. The Directors have prepared demand forecasts to the year 2011, Based on experience during 1989 and assuming, inter alia, the completion of the reservoir at Carsington in 1993, the Directors do not expect to require major new water resources. The capacity and flexibility of the distribution networks have helped to minimise supply interruptions and the imposition of restrictions on water use, although due to the exceptionally dry weather conditions in 1989 hosepipe bans were necessary and a number of drought orders were obtained. With no coastline, nor easy access to the sea, Severn Trent Water does not dispose of sewage or sludge to sea. It has accordingly developed extensive facilities for, and considerable experience in, sewage treatment and sludge disposal. TRADING RECORD Years ended -31st March, -1985 19867- 1987 ,'. 1988 1989 Em, £rn Em £m 1- urriover 334 369 402 43.4 -476 Operating profit before exceptional items 116 134 154°_- 161, 178, Operating profit 73 132 140 -180 172 Profit/(loss) on ordinary activities (after interest) (1,8) 39 52 97 98 These results do not indicate what the- results of Severn°Trerit would have been had iebecn in the private sector operaling in the -new regulatory environment; nor are they-necessarily indicative of The future performance of Severn Trent.
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