Final Terms

Heathrow

05 March 2024

 

Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States of America.

Publication of Final Terms

The final terms ("Final Terms") for the issue of Class B-13 £350,000,000 6.000 per cent. Fixed Rate Sustainability-Linked Bonds due 2032 (the "B-13 Bonds") issued by Heathrow Funding Limited (the "Issuer") under the Issuer's multicurrency programme for the issuance of bonds (the "Programme") are available for viewing.

The Final Terms must be read in conjunction with the base prospectus dated 30 June 2023 as supplemented by the supplemental prospectus dated 27 October 2023 and the supplemental prospectus dated 26 February 2024 (the "Prospectus") which constitute a base prospectus for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129) as amended (the "Prospectus Regulation").

Full information on the Issuer and the offer of the B-13 Bonds is available only by reading the respective Final Terms and the Prospectus.

To view the Final Terms in full, please paste the following URL into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/6768F_1-2024-3-5.pdf

Copies of the Final Terms have been submitted to the National Storage Mechanism and are available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

For further information, please contact:

Heathrow

Timothy Allen, Head of Debt Investor Relations and Corporate Finance          [phone]

DISCLAIMER

Please note that the information contained in this announcement, the Final Terms, or the Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

Nothing in this announcement, the Final Terms or the Prospectus constitutes an offer to sell or issue or a solicitation of an offer to buy or subscribe for, the Bonds described in the Final Terms or the Prospectus in any jurisdiction in which such offer or solicitation is unlawful, and nothing in this announcement, Final Terms or Prospectus is intended to provide the basis for any credit or other evaluation of the Bonds. 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 any other jurisdiction except the United Kingdom.

Unless an exemption under the relevant securities laws is applicable, the Bonds may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into, or for the account or benefit of, any national, resident or citizen of any jurisdiction if to do so would breach any applicable law, or require registration thereof in such jurisdiction.

In particular, no public offering of the Bonds is being made in the United States, and securities 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 (as defined below)) absent registration or exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Bonds issued under the Prospectus have not been, and will not be, registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred, delivered or distributed, 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.

The Issuer has not registered and does not intend to register as an investment company under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), in reliance on the exemption provided in section 3(c)(7) thereof. The Bonds may be offered, sold or delivered (i) outside the United States to persons who are neither "U.S. persons" as defined in Regulation S under the Securities Act ("Regulation S") (each, a "U.S. person") nor "U.S. residents" as determined for the purposes of the Investment Company Act (each, a "U.S. resident") in offshore transactions in reliance on Regulation S (the "Regulation S Bonds") and/or (ii) within the United States in reliance on Rule 144A under the Securities Act ("Rule 144A") only to persons that are both "qualified institutional buyers" (each a "QIB") within the meaning of Rule 144A and "qualified purchasers" within the meaning of section 2(a)(51) of the Investment Company Act and the rules and regulations thereunder (each a "QP") acting for their own account or for the account of another QIB that is a QP (the "Rule 144A Bonds"). Each purchaser of the Bonds in making its purchase will be deemed to have made certain acknowledgements, representations and agreements. See "Subscription and Sale" in the Prospectus. The Bonds are subject to other restrictions on transferability and resale as set forth in "Transfer Restrictions" in the Prospectus.

Neither the United States Securities and Exchange Commission nor any state securities commission in the United States nor any other United States regulatory authority has approved or disapproved the Bonds or determined that the Prospectus is truthful or complete.

Please see "Risk Factors" to read about certain factors you should consider before buying any Bonds and "Documents Incorporated by Reference" for details of certain documents that are incorporated by reference in, and form an important part of, the Prospectus.

This announcement, the Final Terms and the Prospectus are 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 Bonds 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 Bonds other than in circumstances in which section 21(1) of FSMA does not apply to us.

This announcement is not a prospectus but constitutes an advertisement in respect of the Bonds for the purposes of the United Kingdom Financial Conduct Authority's prospectus rules. The Prospectus has been made available to the public in accordance with the Prospectus Regulation and/or Part VI of FSMA. Investors should not subscribe for any Bonds referred to herein except on the basis of information contained in the Prospectus.

Your right to access this service is conditional upon complying with the above requirements.

 

END