REG - Gatwick Funding Ltd - Notice to Noteholders

Banco Santander SAAnnouncement

14/12/2022 10:45

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RNS Number : 6847J  Gatwick Funding Limited  14 December 2022

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA)
(the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO
OR TO ANY PERSON RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS
INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

14 December 2022

GATWICK AIRPORT LIMITED

INDICATIVE RESULTS OF TENDER OFFER

On 6 December 2022, Gatwick Airport Limited (the "Offeror") announced separate
invitations to the holders of the outstanding notes detailed below (each a
"Series" and together the "Notes") issued by Gatwick Funding Limited (the
"Issuer") to tender a portion of such Notes for purchase by the Offeror for
cash (each such invitation an "Offer" and, together, the "Offers"). The Offers
were made on the terms and subject to the conditions set out in the Tender
Offer Memorandum dated 6 December 2022 (the "Tender Offer Memorandum").
Capitalised terms used and not otherwise defined in this announcement have the
meanings given to them in the Tender Offer Memorandum. The Expiration Deadline
for the Offers was 16:00 (London time) on 13 December 2022.

The Offeror announces today the non-binding indicative results of the Offers
which are set out in the table below:

 Description of Notes  ISIN          Aggregate Principal Amount of Notes tendered  Indicative Pro-ration Factor  Expected 2024 Notes Target Acceptance Amount

 The 2024 Notes        XS0733794407  £198,942,000                                  75.250 per cent.              £150,002,000 in aggregate principal amount of 2024 Notes (subject as set out
                                                                                                                 in the Tender Offer Memorandum)

 Description of Notes  ISIN          Aggregate Principal Amount of Notes tendered  Indicative Pro-ration Factor  Expected Fixed Spread Notes Series Acceptance Amount
 The 2039 Notes        XS1691441924  £145,118,000                                  Not Applicable                £0 in aggregate principal amount of 2039 Notes (subject as set out in the
                                                                                                                 Tender Offer Memorandum)
 The 2046 Notes        XS1502174581  £119,910,000                                  100.000 per cent.             £119,910,000 in aggregate principal amount of 2046 Notes (subject as set out
                                                                                                                 in the Tender Offer Memorandum)
 The 2048 Notes        XS1781266793  £151,495,000                                  61.333 per cent.              £93,468,000 in aggregate principal amount of 2048 Notes (subject as set out
                                                                                                                 in the Tender Offer Memorandum)
 The 2049 Notes        XS2022203801  £96,000,000                                   100.000 per cent.             £96,000,000 in aggregate principal amount of 2049 Notes (subject as set out
                                                                                                                 in the Tender Offer Memorandum)

As of the Expiration Deadline, £512,523,000 in aggregate principal amount of
Fixed Spread Notes have been tendered and the non-binding expected Fixed
Spread Notes Offer Cap is equal to an aggregate purchase price (excluding
Accrued Interest) of £200,000,000.

Noteholders should note that this announcement is a non-binding indication of
the level at which the Issuer expects to set the 2024 Notes Target Acceptance
Amount, the Fixed Spread Notes Offer Cap and each Fixed Spread Notes Series
Acceptance Amount.

Pricing for the Offers will take place at or around 11:00 (London time) (the
"Pricing Time") today.

As soon as reasonably practicable after the Pricing Time, the Offeror will
announce the final results of the Offers, including the final 2024 Notes
Target Acceptance Amount, the final Fixed Spread Notes Offer Cap, each Fixed
Spread Notes Series Acceptance Amount, the final aggregate principal amount of
Notes of each Series accepted for purchase pursuant to the Offers, the
applicable pro-ration factor, the principal amount of Notes of each Series
that will remain outstanding after the Settlement Date subject to their
respective terms, the details of the Fixed Spread Notes Purchase Price, the
Repurchase Yield and the Benchmark Reference Security Yield for Fixed Spread
Notes of each Series accepted for purchase pursuant to the relevant Offer(s)
and the Settlement Date.

Further Information

Any questions or requests for assistance in connection with the Offers may be
directed to the Dealer Managers or the Tender and Information Agent at the
following telephone number or e-mail address:

 THE DEALER MANAGERS
 Banco Santander, S.A.                           Lloyds Bank Corporate Markets plc

 2 Triton Square                                 10 Gresham Street

 Regent's Place                                  London EC2V 7AE

 London NW1 3AN                                  United Kingdom

 United Kingdom                                  Tel: +44 (0) 20 7158 1726 / 1719

                                                 Email: LBCMLiabilityManagement@lloydsbanking.com

 Email: liabilitymanagement@santandercib.co.uk   Attention: Liability Management Team

 Attention: Liability Management

 NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

 United Kingdom

 Telephone: +44 (0) 20 7678 5222

 Email: liabilitymanagement@natwestmarkets.com

 Attention: Liability Management

 THE TENDER AND INFORMATION AGENT
 Kroll Issuer Services Limited
 The Shard

 32 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: + 44 (0) 20 7704 0880

 Attention: Arlind Bytyqi

 Email: gatwick@is.kroll.com

 Tender Offer Website: https://deals.is.kroll.com/gatwick
 (https://deals.is.kroll.com/gatwick)

Market Abuse Regulation

This announcement is released by the Issuer and contains information in
relation to the Notes that qualified as inside information for the purposes of
the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law of
the United Kingdom by virtue of the European Union (Withdrawal) Act 2018
("EUWA") ("MAR"), encompassing information relating to the Bonds. For the
purposes of MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055 as it forms part of domestic law of the United Kingdom by virtue of
the EUWA, this Notice is made by Lucy Chadwick, a Director of the Issuer.

Disclaimer

Noteholders must read this announcement in conjunction with the Tender Offer
Memorandum. If any Noteholder is in any doubt as to the contents of this
announcement and/or the Tender Offer Memorandum or the effect of the Offers,
it is recommended to seek its own financial and legal advice, including in
respect of any tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.

The Dealer Managers are acting exclusively for the Offeror and no one else in
connection with the arrangements described in this announcement and the Tender
Offer Memorandum and none of the Dealer Managers, the Information and Tender
Agent, or any director, officer, employee, agent or affiliate of any such
person, will be responsible to any Noteholder for providing any protections
which would be afforded to its clients or for providing advice in relation to
the Offers, and accordingly none of the Dealer Managers, the Information and
Tender Agent or any of their respective directors, officers, employees or
affiliates make any representation or recommendation whatsoever regarding the
Offers.

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