Obligation Cymru Dwr 2.375% ( XS2328412064 ) en GBP

Cymru Dwr

100 % ▲

Royaume-Uni

XS2328412064 ( en GBP )

2.375% par an ( paiement annuel )

31/03/2034

Prospectus brochure de l'obligation Dwr Cymru XS2328412064 en GBP 2.375%, échéance 31/03/2034

100 000 GBP

300 000 000 GBP

31/03/2027 ( Dans 242 jours )

D?r Cymru Cyfyngedig, commercialement connu sous le nom de Welsh Water, est une société de services publics responsable de la fourniture d'eau et d'eaux usées au pays de Galles.

L'Obligation émise par Cymru Dwr ( Royaume-Uni ) , en GBP, avec le code ISIN XS2328412064, paye un coupon de 2.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/03/2034

Dr Cymru (Financing) UK Plc

(incorporated with limited liability in England and Wales with registered number 11949988)
(Legal Entity Identifier: 213800GDOFO2ED5PNC85)

Multicurrency programme for the issuance of up to
£4,000,000,000 Asset-Backed Bonds
and up to
£4,000,000,000 Guaranteed Asset-Backed Bonds
financing
Dr Cymru Cyfyngedig
(incorporated in England and Wales with limited liability with registered number 2366777)

On 4 May 2001, Dr Cymru (Financing) Limited ("DCFL") entered into a £3,000,000,000 multicurrency asset-backed bond programme (the "Programme"). Pursuant to a
reorganisation in 2019, DCFL was substituted with Dr Cymru (Financing) UK Plc (the "Issuer" or "DCF") as the issuer of all Bonds previously issued by DCFL and
accordingly DCF has succeeded DCFL as the Issuer under the Programme. On 11 November 2019, the Issuer increased the programme limit to £4,000,000,000 as part of the
annual update of the Programme.
Any Bonds (as defined below) issued under the Programme on or after the date of this prospectus (the "Prospectus") are issued subject to the provisions described herein. This
Prospectus does not affect any Bonds issued before the date of this Prospectus.
Under the Programme, the Issuer may, subject to all applicable legal and regulatory requirements, from time to time issue bonds, (the "Bonds") (other than Class A Bonds (as
defined below)) in bearer and/or registered form (respectively "Bearer Bonds" and "Registered Bonds"). Copies of each Final Terms (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 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 Agents (each as defined below).
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under Article 6(1) of the Luxembourg
Act dated 16 July 2019 relating to prospectuses for securities, for the approval of this Prospectus as a base prospectus for the purposes of Article 8 of Regulation (EU)
2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the "EU
Prospectus Regulation"). No approval has been made by the CSSF for Class A Bonds (as defined below) pursuant to this Prospectus, and the CSSF has neither reviewed nor
approved any information in relation to the Class A Bonds (as defined below) pursuant to this Prospectus. Application has also been made for the Bonds issued under the
Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and to be
admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Luxembourg Stock Exchange Regulated Market"). References in this Prospectus to the
Bonds being "listed" (and all related references) shall mean that such Bonds have been admitted to the Official List and admitted to trading on the Luxembourg Stock
Exchange Regulated Market. The Luxembourg Stock Exchange Regulated Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament
and of the Council on markets in financial instruments ("MiFID II").
This Prospectus has been approved by the CSSF, as competent authority under the EU Prospectus Regulation. The CSSF only approves this Prospectus as meeting standards of
completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or
the quality of the Bonds that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Bonds. By approving this
Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in line with the provisions of
Article 6(4) of the Luxembourg law on Prospectuses for securities of 16 July 2019.
In compliance with Article 21(8) of the EU Prospectus Regulation, this Prospectus is valid for a period of 12 months from the date of this Prospectus. The obligation to
supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will therefore not apply on and from 23 March 2022, when this
Prospectus is no longer valid.
Details of the aggregate principal amount, interest (if any) payable, the issue price and any other conditions not contained herein, which are applicable to each Sub-Class of
each Class of each Series (all as defined below) will be set forth in the final terms or, as the case may be, a drawdown prospectus (containing such final terms) supplementary
to this Prospectus (the final terms or the drawdown prospectus, the "Final Terms"), which will be delivered to the Luxembourg Stock Exchange on or before the relevant date
of issue.
Bonds to be issued under the Programme will be issued in series (each a "Series") and may be issued in one or more of five classes. The guaranteed asset-backed bonds have
been designated as "Class A Bonds". The asset-backed bonds will be designated as one of "Class B Bonds", "Class R Bonds" "Class C Bonds" or "Class D Bonds" (each a
"Class"). Each Class may be further divided into sub-classes (each a "Sub-Class") with each Sub-Class pertaining to, inter alia, the currency, interest rate and maturity date of
the relevant Sub-Class. Each Sub-Class may be fixed rate, floating rate or index-linked Bonds and may be denominated in sterling, euro, U.S. dollars or other currency, as
specified in the relevant Final Terms.
Details of the Bonds issued on 10 May 2001 (the "Initial Issue Date"), 16 April 2003 (the "Second Issue Date"), 28 November 2006 (the "Third Issue Date"), 7 December
2006 (the "Fourth Issue Date"), 31 March 2010 (the "Fifth Issue Date"), 14 July 2011 (the "Sixth Issue Date"), 24 January 2018 (the "Seventh Issue Date") and 24
February 2020 (the "Eighth Issue Date") which have not been redeemed and so remain in issue, are set out in the table on page 210 herein.
As at the date of this Prospectus, each Sub-Class of the Class B Bonds and the Class C Bonds currently in issue have, and any further Sub-Classes of the Class B Bonds and/or
the Class C Bonds to be issued pursuant to this Programme, are expected on issue to have, the three credit ratings listed below from the respective credit rating agencies.

Class

S&P Global Ratings Europe
Moody's
Investors
Service
Fitch Ratings Limited ("Fitch", and
Limited ("S&P")
Limited ("Moody's")
together with S&P and Moody's the
"Rating Agencies" and each a
"Rating Agency")
Class A Bonds

AA (Stable)
A2 (Stable)
A (Stable)
Class B Bonds

A- (Stable)
A3 (Stable)
A (Stable)
Class C Bonds

BBB (Stable)
Baa2 (Stable)
BBB+ (Stable)

The Class A Bonds issued on the Initial Issue Date are unconditionally and irrevocably guaranteed as to scheduled payments of interest and principal (other than any accelerated
or additional amounts and Subordinated Coupon Amounts, as defined below) pursuant to financial guarantee insurance policies (and the endorsements thereto) originally issued
by MBIA Assurance S.A. With effect from 28 December 2007, the business of MBIA Assurance S.A. was transferred to MBIA UK Insurance Limited (the "Transfer"); MBIA
UK Insurance Limited, therefore, assumed all rights and obligations of MBIA Assurance S.A. under the Transaction Documents as if it were the Financial Guarantor (as defined
below) of the Class A Bonds issued on the Initial Issue Date. Further Class A Bonds that were issued on the Fourth Issue Date are unconditionally and irrevocably guaranteed as
to scheduled payments of interest and principal (other than any accelerated or additional amounts and Subordinated Coupon Amounts) pursuant to financial guarantee insurance
policies (and the endorsements thereto) issued by MBIA UK Insurance Limited. On 10 January 2017, Assured Guaranty Corp. acquired the entire issued share capital of MBIA
UK Insurance Limited, following which the registered name of MBIA UK Insurance Limited was subsequently changed to Assured Guaranty (London) Plc ("AGLN"). On 7
November 2018, AGLN transferred its insurance portfolio to, and merged with and into Assured Guaranty UK Limited (formerly Assured Guaranty (Europe) Plc) ("Assured
Guaranty"). References to the "Initial Financial Guarantor" shall mean MBIA Assurance S.A. prior to the Transfer and Assured Guaranty after the Transfer.
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Any credit rating in respect of Class A Bonds is based solely upon the financial strength of the Initial Financial Guarantor or any other applicable Financial Guarantor (as
defined below), as the case may be (except to the extent that such rating is lower than that assigned to the Class B Bonds by the same Rating Agency, in which case, the rating
assigned to the Class A Bonds shall be the same as that assigned to the Class B Bonds by the same Rating Agency). None of the Class B Bonds, Class R Bonds, Class C Bonds
or Class D Bonds will benefit from a guarantee of any Financial Guarantor (as defined below) or any other financial institution. Any ratings ascribed to the Bonds reflect only
the views of the Rating Agencies.
Although the credit ratings of any Class A Bonds which may be issued under the Programme in the future are expected to have the credit ratings described above, their actual
credit ratings are not known as at the date of this Prospectus. If in the future any Financial Guarantor shall provide a Financial Guarantee in respect of any Class A Bonds to be
issued in the future, this Prospectus shall be updated, or a supplement to this Prospectus published, to include information on such Financial Guarantor and the relevant
Financial Guarantee. For the avoidance of doubt, the Issuer is not intending, as of the date of this Prospectus, to issue any further Class D Bonds pursuant to this Prospectus. If
any Class D Bonds are issued under the Programme, such Class D Bonds will not be assigned a credit rating.
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.
Please see the sub-headings "Ratings" at page 7 of "Important Notice" below to read about the application of the EU CRA Regulation and UK CRA Regulation (each as
defined below).
Interests in the Temporary Global Bonds will be exchangeable for interests in Permanent Global Bonds on or after a date which is expected to be 40 days after the Issue Date of
the relevant Sub-Class of the Bonds upon certification as to non-U.S. beneficial ownership.
Please see Chapter 2: "Risk Factors" to read about certain factors prospective investors should consider before buying any Bonds.

ARRANGER FOR THE PROGRAMME

HSBC

DEALERS

Barclays
BNP PARIBAS
HSBC
Lloyds Bank Corporate Markets

NatWest Markets

Prospectus dated 23 March 2021

IMPORTANT NOTICE
This prospectus comprises a base prospectus for the purposes of the EU Prospectus Regulation. The Issuer
accepts responsibility for the information contained in this Prospectus and the Final Terms for each Class of
Bonds issued under the Programme and in respect of sections defined below as the DCC Information and the
Glas Information, the Issuer accepts responsibility for accurately reproducing such information into this
Prospectus. To the best of the knowledge of the Issuer, the information contained herein is in accordance with
the facts and does not omit anything likely to affect the import of such information.
The information contained in Chapter 4 "DCC, the Issuer, the Glas Group and Glas Holdings" insofar as it
relates to DCC, Chapter 5 "Water Regulation", Chapter 2 "Risk Factors Risks relating to DCC and its
business Regulatory Risks Regulatory Changes to Increase Competition in the Water Industry" insofar as
it relates to DCC and, insofar as they relate to DCC, paragraphs 7, 9, 10, 11, 12, 13 and 15 in Chapter 11
"General Information" has been sourced from DCC (together the "DCC Information"). The Issuer accepts
responsibility for accurately reproducing the DCC Information into this Prospectus. As far as the Issuer is
aware and is able to ascertain from information provided by DCC, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
The information contained in the documents incorporated by reference insofar as they relate to Glas and the
information contained therein (see "Documents Incorporated by Reference"), Chapter 4 "DCC, the Issuer,
the Glas Group and Glas Holdings" and, insofar as they relate to Glas, paragraphs 7, 9, 10, 11 12, 13, 14
and 15 in Chapter 11 "General Information" has been sourced from Glas (together the "Glas Information").
The Issuer accepts responsibility for accurately reproducing the Glas Information into this Prospectus. As far
as the Issuer is aware and is able to ascertain from information provided by Glas, no facts have been omitted
which would render the reproduced information inaccurate or misleading.
No representation, warranty or undertaking is made, and no responsibility is accepted by DCC, the
Guarantors, Glas Holdings, the Initial Financial Guarantor, the Issuer Security Trustee, the Bond Trustee, the
DCC Security Trustee, the Liquidity Facility Providers, the Current Issuer Hedge Counterparties, the
Authorised Loan Providers, the Finance Lessors, the Current DCC Hedge Counterparties, the Cash Manager,
the Dealers or the Arranger (each as defined below and, together, the "Other Parties") or any affiliate of any
of them (other than the Issuer) as to the accuracy or completeness of any information contained in this
Prospectus or any other information supplied in relation to the Bonds or their distribution. None of the Other
Parties (other than DCC with respect to the DCC Information only and Glas with respect to the Glas
Information only) has made any independent investigation or verification of the accuracy or completeness of
any information contained in this Prospectus and none of them is responsible for any of the information
contained in this Prospectus.
None of DCC, the Guarantors, Glas Holdings, the Initial Financial Guarantor, the Issuer Security Trustee,
the Bond Trustee, the DCC Security Trustee or the Other Parties accept responsibility to investors for the
regulatory treatment of their investment in the Bonds including (but not limited to) whether any transaction or
transactions pursuant to which Bonds are issued from time to time is or will be regarded as constituting a
"securitisation" for the purposes of Regulation (EU) 2017/2402 or for the purposes of Regulation (EU)
2017/2402 as it forms part of United Kingdom ("UK") domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, "EUWA") by any regulatory authority in any jurisdiction. If the
regulatory treatment of an investment in the Bonds is relevant to an investor's decision whether or not to
invest, the investor should make its own determination as to such treatment and for this purpose seek
professional advice and consult its regulator. Prospective investors are referred to the "Risk Factors Risks
relating to DCC and its business" section of this Prospectus for further information.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail

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investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS  The Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic
law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of
the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it
forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling
the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
MiFID II Product Governance The Final Terms in respect of any Bonds may include a legend entitled
"MiFID II Product Governance" which will outline the target market assessment in respect of the Bonds
and which channels for distribution of the Bonds are appropriate. Any Distributor should take into
consideration the target market assessment; however, a Distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"),
any Dealer subscribing for any Bonds is a manufacturer in respect of such Bonds, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID II Product Governance Rules.
UK MiFIR Product Governance The Final Terms in respect of any Bonds may include a legend entitled
"UK MiFIR Product Governance" which will outline the target market assessment in respect of the Bonds
and which channels for distribution of the Bonds are appropriate. Any person subsequently offering, selling
or recommending the Bonds (a "Distributor") should take into consideration the target market assessment;
however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target
market assessment in respect of the Bonds (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Bonds is a manufacturer in respect of such Bonds,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Singapore SFA Product Classification In connection with Section 309B of the Securities and Futures Act
(Chapter 289) of Singapore, as modified or amended from time to time (the "SFA") and the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless
otherwise specified before an offer of Bonds, the Issuer has determined, and hereby notifies all relevant

4

persons (as defined in Section 309A(1) of the SFA), that the Bonds are capital markets products other than
prescribed capital markets products (as defined in the CMP Regulations 2018).
Other relevant information
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference" below).
Responsibility for this Prospectus
Each of (i) the Issuer, in respect of all content other than the DCC Information and Glas Information, (ii)
DCC, in respect of the DCC Information only, and (iii) Glas, with respect to the Glas Information only, have
confirmed to the Dealers that this Prospectus (including, for this purpose, each relevant Final Terms)
contains all information which is material in the context of the relevant Bonds (including all information
required by applicable laws and the information that, according to the particular nature of the Issuer, DCC,
the Guarantors, Glas Holdings and the Bonds, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and
of the rights attaching to the Bonds) is true, accurate and complete in all material respects and is not
misleading; that the opinions and intentions expressed herein are honestly held and based on reasonable
assumptions; that there are no other facts in relation to the information contained or incorporated by
reference in this Prospectus the omission of which would, in the context of the Programme or the issue of
Bonds, make any statement herein or opinions or intentions expressed herein misleading in any material
respect; and that all reasonable enquiries have been made to verify the foregoing. The Issuer has further
confirmed to the Dealers that this Prospectus (together with, as the case may be, the relevant Final Terms)
contains or, as the case may be, will contain all such information as may be required by all applicable laws,
rules and regulations.
Prospective investors should have regard to the factors described in Chapter 2 "Risk Factors" in this
Prospectus. This Prospectus does not describe all of the risks of an investment in the Bonds. Neither this
Prospectus nor any Final Terms or any other financial statements constitutes an offer or an invitation to
subscribe for or purchase any Bonds and are not intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by the Issuer or any of the Other Parties that
any recipient of this Prospectus, any Final Terms or any other financial statements should subscribe for or
purchase the Bonds. Purchasers of Bonds should conduct such independent investigation and analysis
regarding the Issuer, DCC, Glas or any relevant Financial Guarantor (if applicable), the security
arrangements and the Bonds as they deem appropriate to evaluate the merits and risks of an investment in the
Bonds. Purchasers of Bonds should have sufficient knowledge and experience in financial and business
matters, and access to, and knowledge of, appropriate analytical resources, to evaluate the information
contained in this Prospectus and the relevant Final Terms (if any) and the merits and risks of investing in the
Bonds in the context of their financial position and circumstances with particular reference to its own
investment objectives and experience and any other factors which may be relevant to it in connection with
such investment. None of the Other Parties expressly undertakes to review the financial condition or affairs of
the Issuer or DCC during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in the Bonds of any information coming to the attention of any of the Other
Parties. The Risk Factors identified in this Prospectus are provided as general information only and the
Issuer and Other Parties disclaim any responsibility to advise purchasers of Bonds of the risks and investment
considerations associated therewith as they may exist at the date hereof or as they may from time to time alter.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer, DCC or Glas or such other information as is in the public domain and, if
given or made, such information or representation should not be relied upon as having been authorised by the
Issuer, the Other Parties or any of their respective affiliates.

5

Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any Bond shall,
in any circumstances, create any implication that the information contained in this Prospectus is true
subsequent to the date hereof or the date upon which this Prospectus has been most recently amended or
supplemented or that there has been no adverse change in the financial situation of the Issuer, DCC or Glas
since the date hereof or, if later, the date upon which this Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the
same.
Restrictions on distribution
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Bonds in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms
comes are required by the Issuer and the Other Parties to inform themselves about and to observe any such
restrictions. The Bonds and the Financial Guarantees have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States. Accordingly, subject to certain exceptions, the
Bonds and the Financial Guarantees may not be offered, sold or otherwise transferred, or in the case of
Bearer Bonds, delivered, within the United States or to U.S. persons. The Bonds may include Bonds that are
in bearer form that are subject to U.S. tax law requirements. For a description of these and certain further
restrictions on offers, sales and transfers of Bonds and the Financial Guarantees and distribution of this
Prospectus see "Subscription and Sale". The Bonds and any Financial Guarantees in respect thereof have not
been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities
commission in the United States or any other U.S. regulatory authority, nor has any of the foregoing
authorities passed upon or endorsed the merits of the offering of Bonds or Financial Guarantees or the
accuracy or the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the
United States. In addition, this Prospectus and any Final Terms are being distributed only to, and directed
only at, persons who (i) are outside the United Kingdom or (ii) are persons who have professional experience
in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) are high net worth entities, and other persons to
whom it may lawfully be communicated, falling within Article 49(1) of the Order (all such persons together
being referred to as "relevant persons"). This Prospectus and any Final Terms, or any of their respective
content, must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this Prospectus and any Final Terms relates are available only to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be engaged in
only with, relevant persons. For a description of certain restrictions on offers, sales and deliveries of Bonds
and on the distribution of this Prospectus or any Final Terms and other offering material relating to Bonds,
see Chapter 10 "Subscription and Sale".
The Issuer and the Other Parties do not represent that this document may be lawfully distributed, or that any
Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in any
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating
any such distribution or offering. In particular, no action has been taken by the Issuer or the Other Parties
which would permit a public offering of any Bonds or distribution of this Prospectus or any Final Terms in
any jurisdiction where action for that purpose is required. Accordingly, no Bonds may be offered or sold,
directly or indirectly, and neither this Prospectus, any Final Terms nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations, and the Dealers have represented that all offers and
sales will be made by them on the same terms. Persons into whose possession this Prospectus or any Final
Terms or any Bonds come are required by the Issuer and the Other Parties to inform themselves about, and
observe any such restrictions. For a description of certain restrictions on offers and sales of the Bonds and
distribution of this Prospectus or any Final Terms, see Chapter 10 "Subscription and Sale".

6

If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Dealers or any
affiliate of the Dealers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be
made by the Dealers or such affiliate on behalf of the Issuer in such jurisdiction.
THE BONDS AND THE FINANCIAL GUARANTEES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND ANY
SUCH BONDS IN BEARER FORM ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. THE BONDS
AND THE FINANCIAL GUARANTEES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY. THE FOREGOING
AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF
BONDS OR THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS AND, SUBJECT TO
CERTAIN EXCEPTIONS, THE BONDS AND THE FINANCIAL GUARANTEES MAY NOT BE
OFFERED OR SOLD, OR DELIVERED, IF IN BEARER FORM, WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT ("REGULATION S")). ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
In the case of any Bonds which are to be admitted to trading on a regulated market within the EEA or offered
to the public in a Member State of the EEA in circumstances which require the publication of a prospectus
under the EU Prospectus Regulation, the minimum denomination shall be 100,000 (or its equivalent in any
other currency as at the date of issue of the Bonds).
UK Benchmarks Regulation and EU Benchmarks Regulation
Amounts payable under the Bonds may be calculated by reference to (i) LIBOR, which is provided by ICE
Benchmark Administration Limited ("IBA"), (ii) EURIBOR, which is provided by the European Money
Markets Institute (the "EMMI"), (iii) SONIA or SONIA Index, which are provided by the Bank of England,
(iv) UK Retail Prices Index, which is provided by the Office for National Statistics ("RPI"), (v) UK Consumer
Prices Index, which is provided by the Office for National Statistics ("CPI") or (vi) CPIH, which is provided
by the Office for National Statistics.
As at the date of this Prospectus, EMMI appears on the register of administrators and benchmarks
established and maintained by European Securities and Markets Authority ("ESMA") (the "EU Benchmarks
Register") pursuant to Article 36 of the EU Benchmarks Regulation (Regulation (EU) 2016/1011) (the "EU
Benchmarks Regulation"), but not the UK register of administrators and benchmarks established and
maintained by the FCA (the "UK Benchmarks Register") pursuant to Article 36 of Regulation (EU) No.
2016/1011 as it forms part of UK domestic law by virtue of the EUWA (the "UK Benchmarks Regulation"),
and IBA appears on the UK Benchmarks Register but not the EU Benchmarks Register. As far as the Issuer is
aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply such that IBA is not
currently required to obtain authorisation/registration (or, if located outside the European Union, recognition,
endorsement or equivalence). As far as the Issuer is aware, the transitional provisions in Article 51 of the UK
Benchmarks Regulation apply such that EMMI is not currently required to obtain authorisation/registration
(or, if located outside the UK, recognition, endorsement or equivalence).
As far as the Issuer is aware, SONIA, SONIA Index, RPI, CPI and CPIH do not fall within the scope of the EU
Benchmarks Regulation by virtue of Article 2 of the EU Benchmarks Regulation or within the scope UK
Benchmarks Regulation by virtue of Article 2 of the UK Benchmarks Regulation.
Ratings
In general, European Economic Area ("EEA") regulated investors are restricted from using a rating for EEA
regulatory purposes if such rating is not issued by a credit rating agency established in the EEA 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 "EU CRA Regulation") (and such registration

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has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances).
Similarly, UK regulated investors are restricted from using a rating for UK regulatory purposes if such rating
is not issued by a credit rating agency established in the UK for the purposes of Regulation (EC) No
1060/2009 on credit rating agencies as it forms part of UK domestic law by virtue of the EUWA (the "UK
CRA Regulation").
Such general restrictions will also apply in the case of credit ratings issued by third country non-EEA or non-
UK (as applicable) credit rating agencies, unless the relevant credit ratings are (i) in the case of credit ratings
issued by third country non-EEA credit rating agencies, endorsed by an EEA-registered credit rating agency
or the relevant third country rating agency is certified in accordance with the EU CRA Regulation (and such
endorsement action or certification, as the case may be, has not been withdrawn or suspended, subject to
transitional provisions that apply in certain circumstances), and (ii) in the case of credit ratings issued by
third country non-UK credit rating agencies, endorsed by a UK-registered credit rating agency or the relevant
third country rating agency is certified in accordance with the UK CRA Regulation (and such endorsement
action or certification, as the case may be, has not been withdrawn or suspended, subject to transitional
provisions that apply in certain circumstances).
S&P is a credit rating agency established in the EEA and registered under the EU CRA Regulation. Ratings
given by S&P are endorsed by S&P Global Ratings UK Limited, which is a credit rating agency established
in the UK and registered under the UK CRA Regulation. Moody's and Fitch are credit rating agencies
established in the UK and registered under the UK CRA Regulation. Ratings given by Moody's and Fitch are
endorsed by Moody's Deutschland GmbH and Fitch Ratings Ireland Limited respectively, which are credit
rating agencies established in the EEA and registered under the EU CRA Regulation.
Whether or not a rating in relation to any Class of Bonds will be treated as having been issued by a credit
rating agency established in the EEA and/or the UK and registered under the EU CRA Regulation and/or the
UK CRA Regulation (as applicable) will be disclosed in the relevant Final Terms.
ESMA is obliged to maintain on its website a list of credit rating agencies registered in accordance with the
EU CRA Regulation. This list must be 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 EU
CRA Regulation. The Financial Conduct Authority (the "FCA") is obliged to maintain on its website a list of
credit rating agencies registered in accordance with the UK CRA Regulation. This list must be updated within
30 days of the FCA's notification to the relevant credit rating agency of adoption of any decision to withdraw
the registration of a credit rating agency under the UK CRA Regulation.
Certain definitions
All references in this Prospectus to "sterling" and "£" refer to the lawful currency of the United Kingdom, to
"U.S. dollars" and "$" refer to the lawful currency of the United States of America, and to "euro" and ""
refer to the lawful currency of member states of the European Community (the "Member States") that have
adopted the euro as their lawful currency in accordance with the Treaty establishing the European
Community, as amended by the Treaty on European Union and the Treaty of Amsterdam.
Any reference in this Prospectus to any legislation (whether primary legislation or other subsidiary
legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the
same may have been, or may from time to time be, amended, superseded or re-enacted.
Stabilisation
In connection with the issue of any Sub-Class of Bonds, the Dealer or Dealers (if any) named as the
stabilisation manager(s) (the "Stabilisation Manager(s)") (or persons acting on behalf of any Stabilisation
Manager(s)) in the applicable Final Terms may over-allot such Bonds or effect transactions with a view to
supporting the market price of such Bonds at a level higher than that which might otherwise prevail.
However, there is no obligation on the Stabilisation Manager(s) (or persons acting on behalf of any

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Stabilisation Manager(s) to undertake) stabilisation. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the relevant Sub-Class is made and, if
begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Sub-Class of Bonds and 60 days after the date of the allotment of the relevant Sub-Class of Bonds.
Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or
persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
Any loss or profit sustained as a consequence of any such over-allotment or stabilising shall, as against the
Issuer, be for the account of the Stabilisation Manager(s).

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TABLE OF CONTENTS
Page
CHAPTER 1 GENERAL DESCRIPTION OF THE PROGRAMME .............................................................. 11
CHAPTER 2 RISK FACTORS .........................................................................................................................22
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................43
PROSPECTUS SUPPLEMENT .......................................................................................................................48
CHAPTER 3 THE PARTIES ............................................................................................................................49
CHAPTER 4 DCC, THE ISSUER, THE GLAS GROUP AND GLAS HOLDINGS . ....................................53
CHAPTER 5 WATER REGULATION ............................................................................................................70
CHAPTER 6 FINANCING STRUCTURE .......................................................................................................83
SUMMARY OF INTERCREDITOR ARRANGEMENTS ...............................................................................86
ISSUER CASH MANAGEMENT ..................................................................................................................128
ADDITIONAL RESOURCES AVAILABLE ..................................................................................................132
CHAPTER 7 TERMS AND CONDITIONS OF THE BONDS ......................................................................142
FORMS OF THE BONDS ..............................................................................................................................184
PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM ................................................188
PRO FORMA FINAL TERMS .......................................................................................................................190
CHAPTER 8 TAX CONSIDERATIONS ........................................................................................................200
CHAPTER 9 DESCRIPTION OF THE CURRENT ISSUER HEDGE COUNTERPARTIES, FACILITY
PROVIDERS AND ACCOUNT BANK .................................................................................................203
CHAPTER 10 SUBSCRIPTION AND SALE ................................................................................................213
CHAPTER 11 GENERAL INFORMATION ..................................................................................................218
INDEX OF DEFINED TERMS ......................................................................................................................222

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