REG - Heathrow Heathrow Finance PLC Heathrow Funding Ltd - Publication of Final Terms

Assured GuarantyAnnouncement

14/11/2023 17:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231114:nRSN4424Ta&default-theme=true

RNS Number : 4424T  Heathrow  14 November 2023

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

Publication of Drawdown Prospectus and Final Terms appended thereto

The final terms ("Final Terms") for the issue of Sub-Class A-58 £70,000,000
6.07 per cent. Fixed Rate Wrapped Bonds due 2058 and Sub-Class A-59
£70,000,000 6.07 per cent. Fixed Rate Wrapped Bonds due 2059 (the "Bonds") by
Heathrow Funding Limited (the "Issuer") under its multicurrency programme for
the issuance of Bonds guaranteed by Assured Guaranty Municipal Corp. and
Assured Guaranty UK Limited (formerly Assured Guaranty (Europe) plc) are
available for viewing.

 

The Final Terms are appended to the drawdown prospectus dated 14 November 2023
(the "Drawdown Prospectus") which has been approved by the Financial Conduct
Authority and is available for viewing:

 

Heathrow Funding Limited: Drawdown Prospectus in relation to a Multicurrency
Programme for the Issuance of the Bonds

 

The Final Terms must be read in conjunction with the base prospectus dated 30
June 2023 and the supplement to it dated 27 October 2023, which constitute a
base prospectus for the purposes of the Prospectus Regulation (Regulation (EU)
2017/1129) as amended (the "Prospectus Regulation") and the Drawdown
Prospectus (the "Prospectus").

 

Full information on the Issuer and the offer of the A-58 and A-59 Bonds is
available only by reading the respective Final Terms and the Prospectus.

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

 

http://www.rns-pdf.londonstockexchange.com/rns/4424T_1-2023-11-14.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/4424T_1-2023-11-14.pdf)

 

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

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

For further information, please contact

Heathrow

Timothy Allen, Head of Debt Investor Relations and Corporate
Finance          +44 (0)7568 604873

 

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..

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  PFTFLFFRLLLSLIV