EX-10.16.9



 





Exhibit 10.16.9









23
January 2008




BIWATER PLC



-and-



CASCAL N.V.



-and-



T.W.A. BARKER AND OTHERS



 



DEED OF AGREEMENT





BIWATER RETIREMENT AND SECURITY
SCHEME




 


Herbert Smith LLP




 









 





THIS
DEED OF AGREEMENT is made the 23 day of
January 2008




BETWEEN:





	(1)	 	BIWATER PLC whose registered office is at Biwater House, Station Approach, Dorking, Surrey
RH4 1TZ (company registration number 929686) (“Biwater”)
	 
	(2)	 	CASCAL N.V. at Strawinskylaan 3105, 1077 ZX whose registered office is in Amsterdam, the
Netherlands (“Cascal”)
	 
	(3)	 	TERENCE WILLIAM ALBERT BARKER of “the Willows”, 20 Holme Park, Upper Newbold, Chesterfield,
Derbyshire S41 8XB NORMAN ERIC DODD of 5 Ashworth Avenue, Urmston, Manchester M41 8TH MARTIN
ROBERT ANTHONY DUFFY of 4 Ashwood Park, Lower Road, Fetcham, Surrey KT22 9NT JOHN ERNEST
ALFRED KERSLAKE of Ivy House, Stack Hills Road, Todmorden, Lancashire, OL14 5QW ANTHONY JOHN
READ of 4 Hazlemere Drive, St Leonards, Ringwood, Hants and BARRY SHORT of 15 Rimbury Way,
Christchurch, Dorset BH23 2RQ (all together the “Trustees”)





RECITALS





	A.	 	The Trustees are the present trustees of BRASS.
	 
	B.	 	Biwater is the current principal employer of BRASS.
	 
	C.	 	Biwater and the Trustees entered into the 2006 Agreement which set out various rights and
obligations in relation to the purchase by Biwater of N.V. Nuon Global Water Solutions’ 50%
interest in Cascal.
	 
	D.	 	Biwater is contemplating an initial public offering of shares in Cascal in January 2008 which
would constitute a Recapitalisation under the terms of the 2006 Agreement. The IPO would
consist of Biwater selling part of its shareholding in Cascal (the “Secondary Offering”) and
Cascal issuing new shares to public investors (the “Primary Offering”). Following the IPO,
Biwater would become a minority shareholder in Cascal. (Schedule 1 sets out various
scenarios.)
	 
	E.	 	It is intended that the proceeds of the secondary offering be used to meet Biwater’s
commitments to BRASS under the 2006 Agreement and to pay certain transaction costs. Subject to
sufficient additional funds being raised through the secondary offering, Biwater intends to
use approximately $80m (c. £40m) of the proceeds to return capital to its shareholders of
which approximately $40m (c. £20m) would be invested back into Biwater by way of a loan from
the shareholders.
	 
	F.	 	It is estimated that as at 30 November 2007 the Main Section had an FRS17 deficit of
approximately £29.3m and a scheme funding deficit of approximately £42.5m, and that the Water
Company Section had corresponding deficits of £2.3m and £8.6m respectively. The Water Company
Section currently benefits from a bank letter of credit for £4.0m covering certain future
contributions.
	 
	G.	 	The parties to this deed have discussed the anticipated IPO. Should the IPO proceed at any
time in 2008, the parties wish to give effect to this deed pursuant to their obligations




1









 






	 	 	under the 2006 Agreement and also to vary some of those obligations as hereinafter
specified.





     NOW THIS DEED WITNESSES as follows:




	1.	 	INTERPRETATION






	1.1	 	Definitions






In this deed, except where the context otherwise requires, the following words and
expressions shall have the meanings set out below:




“Actuaries” means the Scheme Actuary and any actuary instructed by Biwater;




“BRASS” means the “Biwater Retirement and Security Scheme”;




“Business Day” means a day (other than a Saturday or Sunday) on which banks in the City of
London are open for business;




“Escrow Account” means the account in the joint names of Biwater and the Trustees for the
purposes of implementing the arrangements under this deed;




“IPO” means an initial public offering of shares in Cascal N.V. on the New York Stock
Exchange;




“Main Section” means the part of the assets of BRASS known as the Main Section, and
defined in the Rules as the Main Fund;




“Maximum Payment” means the maximum amount the Trustees are entitled to receive from
Biwater under clause 6(a) of the 2006 Agreement;




“Recapitalisation Date” means the first day in 2008 on which Cascal shares are traded on
the New York Stock Exchange, which is anticipated to be 25 January 2008;




“Recapitalisation Date Deficit” means the amount of the deficit in the Main Section on the
scheme-specific funding basis as at the Recapitalisation Date as disclosed by the
Recapitalisation Date Valuations;




“Recapitalisation Date Valuation” means the valuation of BRASS carried out under Part 3 of
the Pensions Act 2004 as at the Recapitalisation Date using the assumptions set out in
Schedule 2;




“Rules” means the Rules, as subsequently amended, annexed to each of two editions of a
Fifth Definitive Trust Deed, one called the “Main Edition” made on 24 June 2003, and the
other called the “ex-WCAPS Edition” made on 1 April 2003;




“Scheme Actuary” means a Fellow of the Institute of Actuaries or a Fellow of the Faculty
of Actuaries, appointed by the Trustees as the scheme actuary to BRASS. BRASS’s current
Actuary is Emma Whitehouse of Punter Southall;




“Water Company Section” means the part of the assets of BRASS known as the Water Company
Section, and defined in the Rules as the Water Company Sub-Fund;



2









 






“Water Section Guarantee” means the letters of credit which Cascal procures to be put in
place under sub-clause 6.1 and 6.3 below;




“2006 Agreement” means the deed of agreement between Biwater and the Trustees dated 16
November 2006.




	1.2	 	Interpretation






	 	(a)	 	In this deed the headings are for convenience only and shall not affect its
construction or meaning.
	 
	 	(b)	 	References in this deed to any statute, statutory instrument, or regulation
shall mean a reference to that provision as amended from time to time, or re-enacted
or re-made.
	 
	 	(c)	 	“Subsidiary” has the meaning given to it in section 736 of the Companies
Act 1985.
	 
	 	(d)	 	Unless the context requires otherwise, words denoting the singular only
shall include the plural and vice versa.
	 
	 	(e)	 	Each of the parties to this deed intends it to be a deed and agrees to
execute it and deliver it as a deed.
	 
	 	(f)	 	The expressions “Biwater” “Cascal” and the “Trustees” shall, where the
context requires, include their respective transferees, successors, assigns and (in
the case of the Trustees) their successors in office.






	2.	 	MAIN SECTION — ESCROW ACCOUNT
	 
	2.1	 	Within 30 days of the Recapitalisation Date, Biwater and the Trustees shall set up the Escrow
Account. Monies therein can be used only for the purposes set out in clauses 3 and 4 below.
For the avoidance of doubt, the assets held in the escrow account shall not be available to
meet obligations of Biwater unless or until paid to Biwater in accordance with the provisions
of this deed and shall not be subject to any right of offset, cross-guarantee or charge in
favour of Biwater, any other group companies or its creditors. The Escrow Account shall be
based on standard form Pension Protection Fund (“PPF”) documentation with a view to it
qualifying as a contingent asset for the purposes of the PPF levy.
	 
	2.2	 	Within 35 days of the Recapitalisation Date, Biwater shall provide the Trustees with a
schedule setting out the Maximum Payment calculation.
	 
	2.3	 	Within 42 days of the Recapitalisation Date, Biwater shall procure that the lesser of (i)
£42.5m and (ii) the Maximum Payment is paid into the Escrow Account.
	 
	3.	 	MAIN SECTION — RECAPITALISATION DATE DEFICIT
	 
	3.1	 	The Trustees will instruct the Scheme Actuary to carry out the Recapitalisation Date
Valuation. Matters to be determined by the parties in connection with the valuation shall be
determined in accordance with Part 3 of the Pensions Act 2004 unless otherwise




3









 






	 	 	agreed under this deed. The parties will use reasonable endeavours to procure that the
valuation is completed within three months of the Recapitalisation Date.






	3.2	 	If the Recapitalisation Date Deficit is equal to the aggregate of (i) the amount paid into
the Escrow Account by Biwater under clause 2.3 above and (ii) the amount of any deficit
reduction contributions paid into the Main Section by Biwater and/or its subsidiaries between
the Recapitalisation Date and the date the finalised Recapitalisation Date Valuation is
provided to Biwater, Biwater will not be required to pay any further amount into the Escrow
Account and shall not be entitled to receive any payment from it.
	 
	3.3	 	If the Recapitalisation Date Deficit is greater than the aggregate of (i) the amount paid
into the Escrow Account by Biwater under clause 2.3 above and (ii) the amount of any deficit
reduction contributions paid into the Main Section by Biwater and/or its subsidiaries between
the Recapitalisation Date and the date the finalised Recapitalisation Date Valuation is
provided to Biwater (the “Deficit Shortfall”), then Biwater shall within 28 days of being
notified of this fact in writing by the Trustees pay an amount equal to the Deficit Shortfall
into the Escrow Account to the extent that the aggregate of (i), (ii) and the Deficit
Shortfall does not exceed the Maximum Payment. Biwater may at its discretion elect to pay any
additional amount or amounts into the Escrow Account.
	 
	3.4	 	If the Recapitalisation Date Deficit is less than the aggregate of (i) the amount paid into
the Escrow Account by Biwater under clause 2.3 above and (ii) the amount of any deficit
reduction contributions paid into the Main Section by Biwater and/or its subsidiaries between
the Recapitalisation Date and the date the finalised Recapitalisation Date Valuation is
provided to Biwater (the “Deficit Overpayment”), then an amount equal to the Deficit
Overpayment shall be paid to Biwater from the Escrow Account within 28 days.
	 
	4.	 	MAIN SECTION — PAYMENTS FROM THE ESCROW ACCOUNT
	 
	4.1	 	Following the Recapitalisation Date, payments shall be made from the Escrow Account to the
Trustees in line with Schedule 3 for the exclusive benefit of the Main Section. (Schedule 3
is based on an illustrative figure of £44m. The amounts of the actual payments made will be
adjusted as necessary in respect of the later tax years set out under the Schedule to reflect
the final total amount Biwater is required to pay into the Escrow Account under clause 3 as a
result of the Recapitalisation Date Valuation.)
	 
	4.2	 	The payments due to be made to the Trustees from the Escrow Account under clause 4.1 shall
with immediate effect from the Recapitalisation Date replace the deficit contributions
required to be paid to the Main Section under the schedule of contributions in place at the
date of this agreement, and a revised schedule of contributions shall be put in place to
reflect this.
	 
	4.3	 	Investment returns on the funds in the Escrow Account shall accumulate in the Escrow Account
and be paid to the Trustees with the final payment from the account for the exclusive benefit
of the Main Section.










4









 












	5.	 	MAIN SECTION — LIABILITY MANAGEMENT EXERCISE
	 
	 	 	Biwater shall no longer be obliged under clause 5 of the 2006 Agreement to make available
or procure to be made available within 15 months from 26 June 2006 a sum of £3m for the
purpose of a liability reduction exercise.
	 
	6.	 	WATER SECTION GUARANTEE
	 
	6.1	 	Cascal will procure that BWHW puts in place a letter of credit for the amount of £8.6m with
effect on and from a date no more than seven Business Days after the Recapitalisation Date and
with an ultimate expiry date of 31 March 2011. The letter of credit shall be in substantially
the same terms as the letter of credit for £4m in place at the date of this agreement.
	 
	6.2	 	At the same time that the letter of credit for £8.6m is put in place, the letter of credit
for £4m in place at the date of this agreement shall be withdrawn, and Biwater shall cease to
have any obligation to procure that any further letter of credit is issued under clause 2.1 of
the 2006 Agreement.
	 
	6.3	 	Within 28 days of Cascal being provided with a copy of the finalised Recapitalisation Date
Valuation, Cascal will procure that BWHW puts in place a letter of credit up to a maximum of
£10m to cover the deficit contributions payable to the Water Company Section under the
schedule of contributions for the Water Company Section prepared for the purposes of the
Pensions Act 2004 as a result of the Recapitalisation Date Valuation. The term of that letter
of credit shall be the same as the recovery period agreed in respect of the Water Company
Section as a result of the Recapitalisation Date Valuation, and may be of a reducing amount
and/or replaced annually to reflect the deficit payments due under any applicable Water
Company Section schedule of contributions.
	 
	6.4	 	At the same time that the letter of credit is put in place under clause 6.3 above, the letter
of credit for £8.6 m under clause 6.1 shall be withdrawn.
	 
	6.5	 	The Water Section Guarantee shall fall away if at any time a valuation calculated in
accordance with Part 3 of the Pensions Act 2004 shows that the Water Company Section (or any
replacement scheme sponsored by Cascal to which the Water Company Section’s assets and
liabilities have been transferred) moves into surplus on a scheme-specific funding basis prior
to the end of the recovery plan adopted as a result of the Recapitalisation Date Valuation (or
as a result of any subsequent scheme-specific funding valuation).
	 
	6.6	 	In the event that any letter of credit under sub-clause 6.1 or 6.3 above is withdrawn or not
renewed other than in accordance with the terms of this clause 6, Cascal shall pay to the
Trustees for the exclusive benefit of the Water Company Section the whole amount of the
nominal value of the last letter of credit, less any contributions paid by its subsidiaries to
the Water Company Section under the schedule or schedules of contributions adopted after the
date on which that letter of credit was put in place.
	 
	6.7	 	Once the Water Section Guarantee has been put in place, Biwater shall have no further
obligation to make payment to the Trustees in respect of the Water Company Section under
clauses 2, 3.2, 6 or 7 of the 2006 Agreement.




5









 






	7.	 	WATER COMPANY SECTION — NEW SCHEME
	 
	 	 	Biwater, Cascal and the Trustees may take the necessary steps after the Recapitalisation
Date to effect the transfer of all the assets (including, if required by the trustees of
the new scheme, the Water Section Guarantee) and liabilities of the Water Company Section
to a new registered pension scheme to be sponsored by the Cascal group.
	 
	8.	 	SURPLUS DATE
	 
	8.1	 	A “Surplus Date” shall be deemed to have occurred under the 2006 Agreement and the
“Recapitalisation Period” under that agreement shall be deemed to have ended in relation to
the Main Section:






	 	(a)	 	if the Recapitalisation Date Deficit is less than the aggregate of (i) the
amount paid into the Escrow Account by Biwater and (ii) the amount of any deficit
reduction contributions paid into the Main Section by Biwater between the
Recapitalisation Date and the date the finalised Recapitalisation Date Valuation is
provided to Biwater; or
	 
	 	(b)	 	as at any date on which an actuarial valuation carried out on a
scheme-specific basis in accordance with Part 3 of the Pensions Act 2004 discloses
that the aggregate of:






	 	(i)	 	the value of the assets in the Main
Section; and
	 
	 	(ii)	 	the value of the assets in the
Escrow Account






	 	 	 	is equivalent to a surplus in the Main Section on a scheme-specific basis.






	8.2	 	A Surplus Date shall be deemed to have occurred under the 2006 Agreement and the
“Recapitalisation Period” under that agreement shall be deemed to have ended in relation to
the Water Company Section once the Water Section Guarantee has been put in place.
	 
	8.3	 	For the avoidance of doubt, following the IPO and the Water Section Guarantee being put in
place, the funding position of the Water Company Section (or the replacement scheme sponsored
by Cascal) shall not be taken into account in determining whether a Surplus Date has occurred
in relation to the Main Section.
	 
	8.4	 	For the avoidance of doubt, a Surplus Date arising under this Clause 8 shall not affect any
payment due from the Escrow Account to the Main Section under clause 4.
	 
	9.	 	INVESTMENT STRATEGY
	 
	 	 	The Trustees welcome input from Biwater (and from Cascal in respect of the Water Company
Section) in relation to the future investment strategy of BRASS including how best to
manage the Escrow Account. So long as Biwater can demonstrate it has sufficient strength
of covenant, the Trustees currently anticipate maintaining substantial holdings of
return-seeking assets but always recognising the maturity of the liabilities. Until the
finalised Recapitalisation Date Valuation is provided to Biwater, the Escrow Account shall
be invested in cash with an AA-rated bank except as Biwater and the Trustees otherwise
agree. Thereafter the Escrow Account shall be invested as the Trustees direct.




6









 






	10.	 	PENSIONS REGULATOR
	 
	 	 	Biwater considers the position of the Main Section and Water Company Section creditors to
be significantly improved as a result of the IPO, and the related payments to BRASS and
the Water Section Guarantee are expected to see both sections being fully funded, or close
to being fully funded on a scheme-specific funding basis. Biwater will keep the Pensions
Regulator informed, to the extent necessary, of the putting in place of the Water Section
Guarantee and the consequent termination of its obligations under clause 2 of the 2006
Agreement.
	 
	11.	 	RETURN OF CAPITAL TO SHAREHOLDERS
	 
	11.1	 	Biwater’s obligation to make the Maximum Payment has priority over the return of capital of
approximately $80m it intends to make to shareholders to the extent that insufficient assets
are raised from the Secondary Offering for both the Maximum Payment and the return of capital
to be satisfied in full.
	 
	11.2	 	Subject to Biwater making the intended return of capital to its shareholders of approximately
$80m, Biwater shall put in place an enforceable agreement giving it the right to call on a
loan of approximately $40m from the shareholders on reasonable commercial terms or shall take
steps to retain the $40m within the Biwater group.
	 
	11.3	 	Biwater does not intend to seek clearance from the Pensions Regulator for the proposed return
of capital as it does not consider it to be materially detrimental to the Main Section or
Water Company Section creditors.
	 
	12.	 	DEFAULT INTEREST
	 
	 	 	If any sum (or part thereof) due for payment by Biwater to the Trustees under this deed is
not paid, then on the date falling five Business Days after the due date for payment under
this deed, interest shall accrue on that sum (or part thereof) on a daily basis at the
rate of 2% above the base rate for the time being of Barclays Bank plc from the fifth
Business Day after the sum falls due for payment until the date of actual payment and,
pending payment, interest accrued on any such amount on the last days of March, June,
September and December in each year shall be added to the outstanding overdue amount for
the purposes of calculating further interest provided that if the failure to pay on the
due date is a result of an administrative error or omission which is rectified in
accordance with clause 17 below, default interest shall not accrue on the overdue sum (or
part thereof) pursuant to this clause 12.
	 
	13.	 	AMENDMENTS TO THIS DEED
	 
	 	 	The parties hereto may, by written agreement, alter the provisions of this deed.
	 
	14.	 	THIRD PARTY RIGHTS
	 
	 	 	Without affecting any rights of the parties to this deed, no other person shall be
entitled to any rights under the Contracts (Rights of Third Parties) Act 1999 as a result
of this agreement.




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	15.	 	WAIVER
	 
	 	 	No failure or delay by the Trustees, Biwater or Cascal in exercising any right or remedy
shall operate as a waiver thereof nor shall any single or partial exercise or waiver of
any other right or remedy preclude its further exercise or the exercise of any other right
or remedy.
	 
	16.	 	NOTICES
	 
	 	 	Every notice, request, demand or other communication to be delivered under or pursuant to
the provisions of this deed shall be in writing and:
	 
	16.1	 	in the case of such communications to the Trustees shall be delivered personally or by first
class registered mail to the addresses of each individual trustee at the relevant time;
	 
	16.2	 	in the case of such communications to Biwater shall be delivered personally or by first class
registered mail to “The Chief Executive” at the registered office at the relevant time of
Biwater;
	 
	16.3	 	in the case of such communications to Cascal shall be delivered personally or by first class
registered mail to “The Chief Executive” at the registered office at the relevant time of
Cascal.
	 
	17.	 	RECTIFICATION
	 
	 	 	Each party to this deed shall, as soon as practicable, notify in writing all other parties
if it becomes aware of a breach of any obligation under this deed. Where that breach
arises or has arisen as a result of a genuine administrative error (including, but not
limited to, administrative omissions and oversights) in relation to actions undertaken in
good faith by any of the parties the relevant party or parties shall take such steps to
rectify the administrative error as are practicable in the circumstances. Provided that
such administrative error is rectified within five Business Days of a party in default
receiving written notification of the relevant breach (such receipt to be in accordance
with clause 16) or becoming aware of it if the default is on its own part, the other
parties to this deed shall be deemed to have waived irrevocably any rights and remedies
they may have in respect of such breach under this deed or any connected or related
document.
	 
	18.	 	CO-OPERATION
	 
	 	 	The parties to this deed shall co-operate with each other and assist each other in
implementing this deed and the matters envisaged by this deed.
	 
	19.	 	COUNTERPART DEEDS
	 
	 	 	This deed may be executed in any number of counterparts, each of which when so executed
and delivered shall be an original, but all the counterparts together shall constitute one
and the same instrument.
	 
	20.	 	GOVERNING LAW
	 
	 	 	This agreement shall be governed by and construed in all respects in accordance with the
laws of England and Wales.





8









 




IN WITNESS of which Biwater, the Trustees and David George Sayers of Biwater House, Station
Approach, Dorking, Surrey RH4 1TZ in exercise of a power of attorney of Cascal N.V. dated 31
October 2007 have duly executed and delivered this document as a deed on the date first above
written.




EXECUTED as a DEED on



behalf of BIWATER PLC by




Director     /s/



Secretary /s/ M.R.A.
Duffy




EXECUTED as a DEED on



behalf of
the above-named CASCAL N.V. by    /s/



its attorney named above in the presence of:



Elizabeth
Fawcett


 



Witness name



/s/ Elizabeth
Fawcett


 




Witness signature



Exchange
House


 



Primrose
Street


 



London


 



EC2A 2HS


 



Witness address




9









 





SIGNED and DELIVERED as a deed by



TERENCE
WILLIAM ALBERT BARKER /s/ T. Barker



in the presence of



Andrew
Rowlinson


 



Witness name



/s/ Andrew
Rowlinson


 



Witness signature



12
Gosfosth Crescent


 



Dronfield


 



Derbyshire


 



518 1PT


 



Witness address



Motor
Trader


 



Occupation of witness




SIGNED and DELIVERED as a deed by



NORMAN
ERIC DODD /s/ Norman Eric Dodd



in the presence of



Kathryn Alison
Stansfield


 



Witness name



/s/ K. Alison
Stansfield


 



Witness signature



The Boat
House


 



Stack
Hills Road


 



Todmorden
Lanes


 



OL14 5QW


 



Witness address



Dispensing
Optician


 



Occupation of witness




10









 





SIGNED and DELIVERED as a deed by



MARTIN
ROBERT ANTHONY DUFFY /s/ M.R. A. Duffy



in the presence of



Elizabeth
Fawcett

 



Witness name



/s/ Elizabeth
Fawcett

 



Witness signature



Exchange
House

 



Primrose
Street

 



London EC
2A 2MS

 



 



Witness address



Solicitor

 



Occupation of witness




SIGNED and DELIVERED as a deed by



JOHN
ERNEST ALFRED KERSLAKE /s/ John Ernest Alfred Kerslake



in the presence of



Kathryn
Alison Stansfield

 



Witness name



/s/ Kathryn
Alison Stansfield

 



Witness signature



The Boat
House

 



Stack
Hills Road

 



Todmorden
Lanes

 



OL 14 5QW

 



Witness address



Dispensing
Optician

 



Occupation of witness




11









 





SIGNED and DELIVERED as a deed by



ANTHONY
JOHN READ /s/ Anthony John Read



in the presence of


Sarah Davis

 



Witness name



/s/ Sarah Davis

 



Witness signature



57 Bronte
Avenue

 


Christchurch


 


Dorset


 


HB 23 2NB


 



Witness address



Occupation
of witness


Secretary




SIGNED and DELIVERED as a deed by




BARRY
SHORT  /s/ B. Short


in the
presence of




Mrs. M.
Jones

 




Witness name



/s/ M. Jones

 




Witness signature


9 Rimbury
Way


 


Christchurch


 



BH 23 2KG

 



 




Witness address



 



Occupation of witness





12












 





Schedule 1




IPO proceeds scenarios




13









 








Fl Proceeds Disclosures




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	No G/shoe	 	 	G/shoe	 	 	No G/shoe	 	 	G/shoe	 	 	No G/shoe	 	 	G/shoe	 	 	No G/shoe	 	 	G/shoe	 	 	No G/shoe	 	 	G/shoe	 	 	No G/shoe	 	 	G/shoe	 
	Price
	 	 	 	 	 	 	20.00	 	 	 	20.00	 	 	 	19.00	 	 	 	19.00	 	 	 	18.00	 	 	 	18.00	 	 	 	17.00	 	 	 	17.00	 	 	 	16.00	 	 	 	16.00	 	 	 	15.00	 	 	 	15.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	No of shares sold:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cascal
	 	 	 	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 	 	 	7,706,213	 
	Biwater
	 	 	 	 	 	 	8,999,101	 	 	 	11,504,898	 	 	 	8,999,101	 	 	 	11,504,898	 	 	 	8,999,101	 	 	 	11,504,898	 	 	 	8,999,101	 	 	 	11,504,898	 	 	 	8,999,101	 	 	 	11,504,898	 	 	 	8,999,101	 	 	 	11,504,898	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals
	 	 	 	 	 	 	16,705,314	 	 	 	19,211,111	 	 	 	16,705,314	 	 	 	19,211,111	 	 	 	16,705,314	 	 	 	19,211,111	 	 	 	16,705,314	 	 	 	19,211,111	 	 	 	16,705,314	 	 	 	19,211,111	 	 	 	16,705,314	 	 	 	19,211,111	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 	 	 	$000       	 
	Gross Proceeds
	 	 	 	 	 	 	334,106	 	 	 	384,222	 	 	 	317,401	 	 	 	365,011	 	 	 	300,696	 	 	 	345,800	 	 	 	283,990	 	 	 	326,589	 	 	 	267,285	 	 	 	307,378	 	 	 	250,580	 	 	 	288,167	 
	 

	Underwriters fees
	 	 	 	 	 	 	23,387	 	 	 	26,896	 	 	 	22,218	 	 	 	25,551	 	 	 	21,049	 	 	 	24,206	 	 	 	19,879	 	 	 	22,861	 	 	 	18,710	 	 	 	21,516	 	 	 	17,541	 	 	 	20,172	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Proceeds after U/writing fees
	 	 	 	 	 	 	310,719	 	 	 	357,327	 	 	 	295,183	 	 	 	339,460	 	 	 	279,647	 	 	 	321,594	 	 	 	264,111	 	 	 	303,728	 	 	 	248,575	 	 	 	285,861	 	 	 	233,039	 	 	 	267,995	 
	 

	Total Expenses:
	 	 	 	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Net Proceeds
	 	 	 	 	 	 	298,719	 	 	 	345,327	 	 	 	283,183	 	 	 	327,460	 	 	 	267,647	 	 	 	309,594	 	 	 	252,111	 	 	 	291,728	 	 	 	236,575	 	 	 	273,861	 	 	 	221,039	 	 	 	255,995	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Variances	 	 	31,072	 	 	 	35,733	 	 	 	15,536	 	 	 	17,866	 	 	 	 	 	 	 	 	 	 	 	-15,536	 	 	 	-17,866	 	 	 	-31,072	 	 	 	-35,733	 	 	 	-46,608	 	 	 	-53,599	 
	Biwater proceeds:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pension Payment
	 	 	 	 	 	 	109,939	 	 	 	114,425	 	 	 	102,171	 	 	 	114,425	 	 	 	94,403	 	 	 	114,425	 	 	 	86,636	 	 	 	106,444	 	 	 	78,868	 	 	 	97,511	 	 	 	71,100	 	 	 	88,578	 
	Biwater Dividend
	 	 	 	 	 	 	57,444	 	 	 	99,566	 	 	 	56,843	 	 	 	88,867	 	 	 	56,241	 	 	 	78,167	 	 	 	55,640	 	 	 	75,449	 	 	 	55,039	 	 	 	73,682	 	 	 	54,438	 	 	 	71,916	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	167,383	 	 	 	213,991	 	 	 	159,014	 	 	 	203,292	 	 	 	150,645	 	 	 	192,592	 	 	 	142,276	 	 	 	181,892	 	 	 	133,907	 	 	 	171,193	 	 	 	125,537	 	 	 	160,493	 
	Biwater share of expenses
	 	 	 	 	 	 	-6,464	 	 	 	-7,186	 	 	 	-6,464	 	 	 	-7,186	 	 	 	-6,464	 	 	 	-7,186	 	 	 	-6,464	 	 	 	-7,186	 	 	 	-6,464	 	 	 	-7,186	 	 	 	-6,464	 	 	 	-7,186	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Biwater proceeds
	 	 	 	 	 	 	160,919	 	 	 	206,805	 	 	 	152,550	 	 	 	196,105	 	 	 	144,181	 	 	 	185,406	 	 	 	135,811	 	 	 	174,706	 	 	 	127,442	 	 	 	164,006	 	 	 	119,073	 	 	 	153,307	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Variances	 	 	16,738	 	 	 	21,399	 	 	 	8,369	 	 	 	10,700	 	 	 	 	 	 	 	 	 	 	 	-8,369	 	 	 	-10,700	 	 	 	-16,738	 	 	 	-21,399	 	 	 	-25,107	 	 	 	-32,099	 
	Cascal proceeds:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Repayment of loan
	 	 	A	 	 	 	78,204	 	 	 	78,204	 	 	 	78,204	 	 	 	78,204	 	 	 	78,204	 	 	 	78,204	 	 	 	78,204	 	 	 	78,204	 	 	 	78,204	 	 	 	78,204	 	 	 	78.204	 	 	 	78,204	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	Money for new investment
	 	 	 	 	 	 	65,132	 	 	 	65,132	 	 	 	57,965	 	 	 	57,965	 	 	 	50,798	 	 	 	50,798	 	 	 	43,631	 	 	 	43,631	 	 	 	36,464	 	 	 	36,464	 	 	 	29,298	 	 	 	29,298	 
	Less: Expenses
	 	 	 	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 	 	 	-12,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B	 	 	 	53,132	 	 	 	53,132	 	 	 	45,965	 	 	 	45,965	 	 	 	38,798	 	 	 	38,798	 	 	 	31,631	 	 	 	31,631	 	 	 	24,464	 	 	 	24,464	 	 	 	17,298	 	 	 	17,298	 
	Add: Expenses already paid
	 	 	 	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 	 	 	9,700	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	62,832	 	 	 	62,832	 	 	 	55,665	 	 	 	55,665	 	 	 	48,498	 	 	 	48,498	 	 	 	41,331	 	 	 	41,331	 	 	 	34,164	 	 	 	34,164	 	 	 	26,998	 	 	 	26,998	 
	Add: Recoverable from Biwater
	 	 	C	 	 	 	6,464	 	 	 	7,186	 	 	 	6,464	 	 	 	7,186	 	 	 	6,464	 	 	 	7,186	 	 	 	6,464	 	 	 	7,186	 	 	 	6,464	 	 	 	7,186	 	 	 	6,464	 	 	 	7,186	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash available
	 	 	 	 	69,296	 	 	 	70,018	 	 	 	62,129	 	 	 	62,851	 	 	 	54,962	 	 	 	55,684	 	 	 	47,796	 	 	 	48,518	 	 	 	40,629	 	 	 	41,351	 	 	 	33,462	 	 	 	34,184	 
	 
	 	Variances	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	14,334	 	 	 	14,334	 	 	 	7,167	 	 	 	7,167	 	 	 		 	 	 		 	 	 	-7,167	 	 	 	-7,167	 	 	 	-14,334	 	 	 	-14,334	 	 	 	-21,500	 	 	 	-21,500	 
	Cascal Net Proceeds
	 	 	A+B+C=	 	 	 	137,800	 	 	 	138,522	 	 	 	130,633	 	 	 	131,355	 	 	 	123,466	 	 	 	124,188	 	 	 	116,300	 	 	 	117,022	 	 	 	109,133	 	 	 	109,855	 	 	 	101,966	 	 	 	102,688	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Variances	 	 	14,334	 	 	 	14,334	 	 	 	7,167	 	 	 	7,167	 	 	 	 	 	 	 	 	 	 	 	-7,167	 	 	 	-7,167	 	 	 	-14,334	 	 	 	-14,334	 	 	 	-21,500	 	 	 	-21,500	 
	Residual Value of
Biwater Holding
	 	 	 	 	 	 	257,005	 	 	 	206,889	 	 	 	244,155	 	 	 	196,544	 	 	 	231,304	 	 	 	186,200	 	 	 	218,454	 	 	 	175,856	 	 	 	205,604	 	 	 	165,511	 	 	 	192,754	 	 	 	155,167	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



















 





Schedule 2



A valuation under Part 3 of the Pensions Act 2004 will be undertaken for BRASS as at the
Recapitalisation Date using the principal assumptions detailed in this Schedule.




Main Section Assumptions




	 	 	 	 	 
	 	 	 	 	Example Basis on
	 	 	 	 	30/11/2007
	Assumption	 	Derivation of assumption	 	(financials only)
	 
	 	 	 	 
	Rate of investment return
(pre-retirement)

	 	Average yield on over
15 year AA corporate
bond indices (Barclays
Capital and iBoxx
indices)
	 	5.90% pa
	 
	 	 	 	 
	Rate of investment return
(post-retirement)

	 	Average yield on over
15 year AA corporate
bond indices (Barclays
Capital and iBoxx
indices)
	 	5.90% pa
	 
	 	 	 	 
	Rate of inflation (RPI)

	 	The geometric
difference between
yields on over 15 year
fixed interest Gilts
and index-linked gilts
(2.5% inflation)
	 	3.47% pa
	 
	 	 	 	 
	Pensionable Salary increases

	 	RPI plus 1.25% p.a.
	 	4.72% pa
	 
	 	 	 	 
	Pension increases:
	 	 	 	 
	- Pre 1988 GMP

	 	3.00% pa
	 	3.00% pa
	- Post 1988 GMP

	 	3.00% pa
	 	3.00% pa
	- Pre 1997 excess over GMP

	 	0.00% pa
	 	0.00% pa
	- Post 1997 Pension

	 	Inflation with min 3%,
max 5% (using Black
Scholes methodology and
1% volatility)
	 	3.66% pa
	 
	 	 	 	 
	Revaluation of deferred
benefits in excess of GMP

	 	Fixed at 5.00% pa
	 	5.00% pa
	 
	 	 	 	 
	Current and future
pensioners’ mortality

	 	PCA00 table (Year of
birth with medium
cohort projection
subject to a 1% floor)
	 	n/a





All other assumptions will be the same as for the previous formal actuarial valuation carried out
as at 31 March 2005.




15









 





Water Company Section Assumptions




	 	 	 	 	 
	 	 	 	 	Example Basis on
	 	 	 	 	30/11/2007
	Assumption	 	Derivation of assumption	 	(financials only)
	 
	 	 	 	 
	Rate of investment return
(pre-retirement)

	 	Average yield on over 15 year AA
corporate bond indices (Barclays
Capital and iBoxx indices)
	 	5.90% pa
	 
	 	 	 	 
	Rate of investment return
(post-retirement)

	 	Average yield on over 15 year AA
corporate bond indices (Barclays
Capital and iBoxx indices)
	 	5.90% pa
	 
	 	 	 	 
	Rate of inflation (RPI)

	 	The geometric difference between
yields on over 15 year fixed
interest Gilts and index-linked
gilts (2.5% inflation)
	 	3.47% pa
	 
	 	 	 	 
	Pensionable Salary increases

	 	RPI plus 1.5% p.a.
	 	4.97% pa
	 
	 	 	 	 
	Pension increases:
	 	 	 	 
	BRASS Section:
	 	 	 	 
	- Pre 1988 GMP

	 	3.00% pa
	 	3.00% pa
	- Post 1988 GMP

	 	3.00% pa
	 	3.00% pa
	- Pre 1997 excess over GMP

	 	0.00% pa
	 	0.00% pa
	- Post 1997 Pension

	 	Inflation with min 3%, max 5% (using
Black Scholes methodology and 1%
volatility)
	 	3.66% pa
	 
	 	 	 	 
	- Post June 2005 Pension

	 	Inflation with max 2.5% (using
Black Scholes methodology and 1%
volatility)
	 	2.40% pa
	 
	 	 	 	 
	EX-WCAPS Section:
	 	 	 	 
	- Pre 1988 GMP

	 	0.00% pa
	 	0.00% pa
	- Post 1988 GMP

	 	Inflation with min 0%, max 3% (using
Black Scholes methodology and 1%
volatility)
	 	2.78% pa
	 
	 	 	 	 
	- Pre 1997 XS/Post 1997

Pension

	 	Inflation with min 0%, max 5%
(using Black Scholes methodology
and 1% volatility)
	 	3.44% pa
	 
	 	 	 	 
	- Post June 2005 Pension

	 	Inflation with max 2.5% (using
Black Scholes methodology and 1%
volatility)
	 	2.40% pa
	 
	 	 	 	 
	Revaluation of deferred
benefits in excess of GMP:
	 	 	 	 
	 
	 	 	 	 
	BRASS Section

	 	Fixed at 5.00% pa
	 	5.00% pa
	EX-WCAPS Section

	 	Inflation
	 	3.47% pa
	 
	 	 	 	 
	Current and future
pensioners’ mortality

	 	PCA00 table (Year of birth with
medium cohort projection subject to
a 1% floor)
	 	n/a





All other assumptions will be the same as for the previous formal actuarial valuation carried out
as at 31 March 2005 with the exception that an ill-health allowance will be included in the future
contribution rate (as previously agreed between the Trustees and the Company).




16









 








Schedule 3




Escrow Schedule



Illustration based on £44.0m in the Escrow Account and escrow payments to Trustees commencing April
2008




	 	 	 	 	 
	Tax year	 	Current schedule of	 	Amount released from BRASS
	 	 	contributions	 	Escrow
	2006/07
	 	£5.3m
	 	—
	2007/08
	 	£5.3m
	 	—
	2008/09
	 	—	 	£11.1m
	2009/10
	 	—	 	£23.4m
	2010/11
	 	—	 	£9.5m (plus accrued interest

returns)





In respect of the tax years 2008/09, 2009/10 and 2010/11 payments shall be made on 1 April 2008, 1
April 2009 and 1 April 2010 respectively.





17