Notice of Exchange

RNS Number:9336V
South Staffordshire Water PLC
20 December 2005


                         SOUTH STAFFORDSHIRE WATER PLC
                                  (the Issuer)
                       (Incorporated in England and Wales
     under the Companies Act 1985 and 1989 with registered number 2662742)
                               NOTICE OF EXCHANGE
                         to the holders of those of the
      #85,000,000 3.75 per cent. Retail Price Index-Linked Bonds due 2025
                                 of the Issuer
                             presently outstanding
                (the "Bondholders" and the "Bonds" respectively)

NOTICE IS HEREBY GIVEN to the holders of the above Bonds that pursuant to Clause
5(a) of the terms and conditions of the Bonds as amended following the meeting
of the Bondholders held on 12 December 2005, the Issuer intends to exchange all
of the outstanding Bonds at the Exchange Price on 20 December, 2005, subject
only to the satisfaction of the Exchange Conditions. Bondholders should consult
the Consent Solicitation Document dated 18 November 2005 for specific details on
the Exchange Conditions and terms used in the Consent Solicitation Document
shall have the same meaning where used herein.

The Exchange Price will be delivered on 20 December, 2005 in the form of new
bonds issued by Artesian Finance III plc (the "New Bonds") to Eligible Holders
or paid in cash to Ineligible Holders as provided in the Consent Solicitation
Document. The Exchange Ratio which will be used for the determination of the
number of New Bonds that may be delivered in exchange for the Bonds is 0.9121.

This Notice is given by
South Staffordshire Water Plc
Green Lane
Walsall WS2 7PD

Dated 19 December, 2005.




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