Not for
release, publication or distribution in whole or in part, directly
or indirectly, in or into the United States of America.
Publication of
Documents Incorporated by Reference
The following documents, which are incorporated
by reference in a prospectus which has been approved by the
Financial Conduct Authority on 8 November 2024 and published by
Heathrow Funding Limited (the Issuer) in connection with the
multicurrency programme for the issuance of bonds by the Issuer
(the Prospectus), are
available for viewing:
· Unaudited semi-annual
consolidated financial statements of Heathrow (SP) for the
financial half-year ended 30 June 2024 (pages 10 - 36
inclusive)
· Audited annual
non-consolidated financial statements of the Issuer for the
financial year ended 31 December 2022 (pages 13 - 38
inclusive)
· Audited annual
non-consolidated financial statements of the Issuer for the
financial year ended 31 December 2023 (pages 14 - 39
inclusive)
· Audited annual
non-consolidated financial statements and alternative performance
measures of Heathrow for the financial year ended 31 December 2022
(pages 126 - 188 inclusive and pages 189 - 191
inclusive)
· Audited annual
non-consolidated financial statements and alternative performance
measures of Heathrow for the financial year ended 31 December 2023
(pages 148 - 208 inclusive and pages 209 - 211
inclusive)
· Audited annual consolidated
financial statements and alternative performance measures of
Heathrow (SP) for the financial year ended 31 December 2022 (pages
126 - 213 inclusive and pages 223 - 225 inclusive)
· Audited annual consolidated
financial statements and alternative performance measures of
Heathrow (SP) for the financial year ended 31 December 2023 (pages
148 - 233 inclusive and pages 243 - 245 inclusive)
· Audited annual
non-consolidated financial statements of Heathrow Express for the
financial year ended 31 December 2022 (pages 15 - 33
inclusive)
· Audited annual
non-consolidated financial statements of Heathrow Express for the
financial year ended 31 December 2023 (pages 15 to 34
inclusive)
· Common Terms Agreement dated
18 August 2008 as amended on 28 February 2019, 28 January 2020, 5
January 2021 and 15 December 2022 between, among others, the
Obligors, the Issuer and the Borrower Security Trustee (all
pages)
· Security Trust and
Intercreditor Deed dated 18 August 2008 as amended and restated on
9 January 2012 between, among others, the Borrower Security
Trustee, the Obligors and the Bond Trustee (all pages)
· Security Agreement dated 18
August 2008 between, among others, the Obligors and the Borrower
Security Trustee (all pages)
· Obligor Floating Charge
Agreement dated 18 August 2008 between the Issuer, the Borrower
Security Trustee, the Bond Trustee and the Obligors (all
pages)
· Bond Trust Deed dated 18
August 2008 as supplemented on 13 January 2012, 18 October 2013, 15
December 2014, 22 January 2016, 26 June 2017, 8 August 2018, 4
October 2021, 25 November 2022, 30 June 2023 and 8 November 2024
between, among others, the Issuer and the Bond Trustee (all
pages)
· Master Definitions Agreement
dated 18 August 2008 as amended on 13 January 2012 and 28 February
2019 between, among others, the Obligors, the Issuer, the Bond
Trustee and the Borrower Security Trustee (all pages)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 14 July 2008
relating to the Issuer's multicurrency programme for the issuance
of Bonds, as amended (pages 310 to 349 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 20 November 2009
relating to the Issuer's multicurrency programme for the issuance
of Bonds, as amended (pages 82 to 120 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 18 March 2011
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 64 to 97 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 16 June 2011
relating to the Issuer's multicurrency programme for the issuance
of Bonds, as amended (pages 73 to 106 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 14 June 2012
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 70 to 103 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 16 October 2013
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 69 to 107 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 16 December 2014
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 69 to 109 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 22 January 2016
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 73 to 111 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 26 June 2017
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 79 to 120 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 10 August 2018
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 81 to 125 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 19 July 2019
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 91 to 135 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 24 September 2020
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 84 to 128 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 4 October 2021
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 88 to 148 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 25 November 2022
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 91 to 154 inclusive)
· The terms and conditions of
the Bonds as set out in the base prospectus dated 30 June 2023
relating to the Issuer's multicurrency programme for the issuance
of Bonds (pages 94 to 162 inclusive)
Terms not defined herein shall have the meaning
given to them in the Prospectus.
To view these documents, please paste the
relevant URL as set out below into the address bar of your
browser.
http://www.rns-pdf.londonstockexchange.com/rns/5626L_1-2024-11-8.pdf
Alternatively these documents are available
electronically and free of charge at Heathrow Funding Limited's
special purpose website at:
https://www.heathrow.com/company/investor-centre/offering_related-documents/heathrow-funding-ltd
For further information please
contact Leandro Garcia, Finance Manager, Debt Investor
Relations +44 (0)7718516109
Important Information
This announcement does not contain
or constitute an offer to sell or issue or a solicitation of an
offer to buy or subscribe for, securities to any person in
Australia, Canada, Japan or the United States or in any
jurisdiction in which such offer or solicitation is unlawful prior
to registration or qualification under the relevant securities laws
of any such jurisdiction and is not intended to provide the basis
for any credit or other evaluation of the securities.
The notes may not be offered or sold
in the United States or to, or for the account or benefit of U.S.
Persons (as defined in Regulation S under the Securities Act)
absent registration or exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). In
particular, the notes have not been, and will not be, registered
under the Securities Act, and may not be offered, sold, resold,
transferred, delivered or distributed, directly or indirectly
directly or indirectly within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state or local securities laws. Unless an exemption under the
relevant securities laws is applicable, the notes may not be
offered, sold, resold, transferred, delivered or distributed,
directly or indirectly, in or into Australia, Canada, or Japan, or
to, or for the account or benefit of, any national, resident or
citizen of Australia, Canada, or Japan, or any other jurisdiction
if to do so would breach any applicable law, or require
registration thereof in such jurisdiction. No public offering of
the notes is being made in the United States. In addition, any
relevant securities registration or other clearances under the
applicable securities laws have not been and will not be made or
obtained with or from the relevant authorities in Australia,
Canada, Japan or any other jurisdiction except the United
Kingdom.
This communication is not being
distributed to or directed at persons other than persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their businesses or who it is reasonable to expect will acquire,
hold, manage or dispose of investments (as principal or agent) for
the purposes of their businesses where the issue of the notes would
otherwise constitute a contravention of section 19 of the Financial
Services and Markets Act 2000 ("FSMA") by us. In addition, no
person may communicate or cause to be communicated any invitation
or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) received by it in connection with the issue
or sale of the notes other than in circumstances in which section
21(1) of FSMA does not apply to us.