Accession of holding company

RNS Number:7342F
Thames Water Utilities Cayman Fin.
15 October 2007



                 THAMES WATER UTILITIES CAYMAN FINANCE LIMITED
          (incorporated with limited liability in the Cayman Islands)

                                 (the "Issuer")

                    NOTICE TO THE HOLDERS OF THE OUTSTANDING

        Sub-Class A1 #350,000,000 Index-Linked Unwrapped Bonds due 2062
                           (ISIN Code: XS0318577326)

        Sub-Class A2 #200,000,000 Index-Linked Unwrapped Bonds due 2057
                           (ISIN Code: XS0318577599)

        Sub-Class A3 #200,000,000 Index-Linked Unwrapped Bonds due 2049
                           (ISIN Code: XS0318577672)

        Sub-Class A4 #100,000,000 Index-Linked Unwrapped Bonds due 2047
                           (ISIN Code: XS0318577755)
         Sub-Class A5 #50,000,000 Index-Linked Unwrapped Bonds due 2042
                           (ISIN Code: XS0318577912).

                            (together, the "Notes")

                   issued under the Issuer's #10,000,000,000

                            Multicurrency Programme

Notice is hereby given that

Deutsche Trustee Company Limited, acting in its capacity as Bond Trustee, has
received:

(a) a duly completed and executed Accession Memorandum (as defined in the Bond
Trust Deed) in respect of the accession of Thames Water Utilities Cayman Finance
Holdings Limited as a proposed Guarantor to the Bond Trust Deed; and

(b) a duly completed and executed Accession Memorandum (as defined in the Agency
Agreement) in respect of the accession of Thames Water Utilities Cayman Finance
Holdings Limited as a proposed Guarantor to the Agency Agreement.

Capitalised terms used but not defined herein have the meanings given to them in
the Master Definitions Agreement dated 30 August 2007 between, amongst others,
Deutsche Trustee Company Limited and Thames Water Utilities Limited.



NOTE ISSUER

Thames Water Utilities Cayman Finance Limited

Dated 15 October 2006


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