REG - Gatwick Funding Ltd - Notice to Noteholders
06/12/2022 11:15
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RNS Number : 7506I Gatwick Funding Limited 06 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.
6 December 2022
GATWICK AIRPORT LIMITED LAUNCHES TENDER OFFER
Gatwick Airport Limited (the "Offeror") has today launched 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 are made on the terms and subject to the conditions set out in the
Tender Offer Memorandum dated 6 December 2022 (the "Tender Offer Memorandum")
and are subject to the offer and distribution restrictions set out below and
as described in the Tender Offer Memorandum. Copies of the Tender Offer
Memorandum are available, subject to eligibility confirmation and
registration, from the Tender Offer Website
(https://deals.is.kroll.com/gatwick (https://deals.is.kroll.com/gatwick) ).
Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the
Offers. Capitalised terms used and not otherwise defined in this announcement
have the meanings given to them in the Tender Offer Memorandum.
Description of Notes ISIN Aggregate Principal Amount Outstanding Purchase Price Amount subject to the Offer
£300,000,000 5.25 per cent. Notes due 23 Jan. 2026 (Scheduled Redemption XS0733794407 £300,000,000 100.600 per cent. £150,000,000 in aggregate principal amount of 2024 Notes (subject as set out
Date: 23 Jan. 2024) (the "2024 Notes") herein)
Description of Notes ISIN Aggregate Principal Amount Outstanding Benchmark Reference Security Fixed Spread Amount subject to the Offer
£350,000,000 3.125 per cent. Notes due 28 Sep. 2041 (Scheduled Redemption XS1691441924 £350,000,000 4.25% Gilt due 7 Sep. 39 (ISIN: GB00B3KJDS62) 200 bps
Date: 28 Sep. 2039) (the "2039 Notes")
The Offers with respect to the Fixed Spread Notes are subject to an Offer Cap
equal to an aggregate purchase price (excluding Accrued Interest) of up to
£200,000,000 (subject as set out herein).
The amount accepted for purchase in respect of each Series of Fixed Spread
Notes shall be determined by the Offeror in its sole discretion.
£300,000,000 2.625 per cent. Notes due 7 Oct. 2048 (Scheduled Redemption XS1502174581 £300,000,000 0.875% Gilt due 31 Jan. 46 (ISIN: GB00BNNGP775) 165 bps
Date: 7 Oct. 2046) (the "2046 Notes")
£300,000,000 3.25 per cent. Notes due 26 Feb. 2050 (Scheduled Redemption XS1781266793 £300,000,000 1.5% Gilt due 22 Jul. 47 (ISIN: GB00BDCHBW80) 180 bps
Date: 26 Feb. 2048) (the "2048 Notes")
£300,000,000 2.875 per cent. Notes due 5 Jul. 2051 (Scheduled Redemption XS2022203801 £300,000,000 1.75% Gilt due 22 Jan. 49 (ISIN: GB00BFWFPP71) 175 bps
Date: 5 Jul. 2049) (the "2049 Notes" and, together with the 2039 Notes, the
2046 Notes and the 2048 Notes, the "Fixed Spread Notes")
THE OFFERS COMMENCE ON 6 DECEMBER 2022 AND WILL EXPIRE AT 16:00 (LONDON TIME)
ON 13 DECEMBER 2022 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, WITHDRAWN OR
TERMINATED AT THE SOLE DISCRETION OF THE OFFEROR. TENDER INSTRUCTIONS, ONCE
SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED
IN THE TENDER OFFER MEMORANDUM UNDER THE HEADING "AMENDMENT AND TERMINATION".
Custodians, Direct Participants and Clearing Systems will have deadlines for
receiving instructions prior to the Expiration Deadline and Noteholders should
contact the intermediary through which they hold their Notes as soon as
possible to ensure proper and timely delivery of instructions.
Rationale for the Offers
The Offers are being undertaken as part of the Offeror's balance sheet
management, as well as providing liquidity to holders of the Notes.
Purchase Price
2024 Notes Purchase Price
The price payable by the Offeror in respect of the 2024 Notes accepted for
purchase (the "2024 Notes Purchase Price") is set out in the table at the
beginning of this announcement, and is expressed as a percentage of the
principal amount of the relevant 2024 Notes.
Fixed Spread Notes Purchase Price
The price payable for Fixed Spread Notes of a Series accepted for purchase (in
respect of each Series, the "Fixed Spread Notes Purchase Price") will be
calculated at or around the Pricing Time on the Pricing Date, in accordance
with the market standard convention, by reference to the annualised sum (in
respect of each Series, the "Repurchase Yield") of the fixed spread in respect
of that Series, as specified in the table on the cover page of the Tender
Offer Memorandum (in respect of each Series of Fixed Spread Notes, the "Fixed
Spread"), and the relevant Benchmark Reference Security Yield, expressed as a
percentage and rounded to the third decimal place (with 0.0005 being rounded
upwards). Specifically, the Fixed Spread Notes Purchase Price for each Series
of Fixed Spread Notes will equal (a) the value of all remaining payments of
principal and interest on Fixed Spread Notes of the relevant Series up to and
including the Scheduled Redemption Date for the relevant Fixed Spread Notes,
discounted to the Settlement Date at a discount rate equal to the Repurchase
Yield, minus (b) Accrued Interest.
Accrued interest
In respect of any Notes accepted for purchase, the Offeror will also pay an
amount equal to any accrued and unpaid interest on the relevant Notes from,
and including, the interest payment date for the relevant Series immediately
preceding the Settlement Date up to, but excluding, the Settlement Date, which
is expected to be 20 December 2022.
Cancellation
Notes purchased by the Offeror pursuant to the Offers will be cancelled. Notes
which have not been validly tendered and accepted for purchase pursuant to the
Offers will remain outstanding after the Settlement Date subject to their
respective terms.
Amounts subject to the Offers
The Offeror proposes to accept 2024 Notes for purchase up to a maximum
aggregate principal amount of £150,000,000 (the "2024 Notes Target Acceptance
Amount") on the terms and subject to the conditions contained in the Tender
Offer Memorandum, although the Offeror reserves the right in its sole and
absolute discretion to purchase more or less than (or none of) the 2024
Notes Target Acceptance Amount pursuant to the Offers.
The Offeror proposes to accept Fixed Spread Notes for purchase up to an
aggregate purchase price (excluding Accrued Interest) of £200,000,000 (the
"Fixed Spread Notes Offer Cap") on the terms and subject to the conditions
contained in the Tender Offer Memorandum, although the Offeror reserves the
right in its sole and absolute discretion to purchase more or less than
(or none of) the Fixed Spread Notes Offer Cap pursuant to the Offers. The
Offeror will determine the allocation of funds between each Series of Fixed
Spread Notes in its sole and absolute discretion.
Amendment and Termination
The Offeror reserves the right, in its sole and absolute discretion, to
extend, re-open, withdraw or terminate the Offers and to amend or waive any of
the terms and conditions of the Offers (including, but not limited to,
purchasing more or less than the 2024 Notes Target Acceptance Amount or
the Fixed Spread Notes Offer Cap) at any time following the announcement of
the Offers, as described herein under the heading "Amendment and Termination".
Details of any such extension, re-opening, withdrawal, termination, amendment
or waiver will be notified to the Noteholders as soon as possible after such
decision.
Transaction Conditions
An offer of Notes for repurchase pursuant to the relevant Offer may only be
made by the submission of a valid Tender Instruction. The acceptance of
Notes for repurchase pursuant to the Offers is conditional on the satisfaction
or waiver of the Transaction Conditions.
Tender Instructions
Tender Instructions must be submitted in respect of a principal amount of
Notes of the relevant Series of no less than the applicable Minimum
Denomination for that Series. A separate Tender Instruction must be submitted
on behalf of each beneficial owner of Notes and in respect of each Series due
to potential scaling.
The submission of a valid Tender Instruction will be irrevocable (except in
the limited circumstances described in the Tender Offer Memorandum).
Indicative Timetable
This is an indicative timetable showing one possible outcome for the timing of
the Offers based on the dates in the Tender Offer Memorandum. This timetable
is subject to change and dates and times may be extended or amended by the
Offeror in accordance with the terms of the Offers as described in the Tender
Offer Memorandum. Accordingly, the actual timetable may differ significantly
from the timetable below.
Date Action
6 December 2022 Commencement of the Offers
Offers announced by way of announcements on the relevant Notifying News
Service(s), through the Clearing Systems and via RNS.
Tender Offer Memorandum available from the Tender Offer Website.
13 December 2022 Expiration Deadline
Deadline for receipt by the Tender and Information Agent of all Tender
Instructions in order for Noteholders to be able to participate in the Offers.
16:00
(London time)
14 December 2022 Announcement of indicative results
Announcement of:
As soon as reasonably practicable (i) the aggregate principal amount of Notes of each Series validly
tendered pursuant to the Offers;
(ii) a non-binding indication of the level at which the Offeror
expects to set each Series Acceptance Amount; and
(iii) any applicable scaling.
14 December 2022 Pricing Time on the Pricing Date
Determination of the Benchmark Reference Security Yield (for the purpose of
calculating the relevant Repurchase Yield and the relevant Fixed Spread Notes
At or around 11:00 Purchase Price) for each Series of Fixed Spread Notes.
(London time)
As soon as reasonably practicable after the Pricing Time on the Pricing Date Announcement of Result of Offers
Announcement of the Offeror's decision whether to accept valid tenders of
Notes for purchase pursuant to any or all of the Offers (including, if
applicable, the Settlement Date for such Offers), subject only to the
satisfaction or (if applicable) waiver of the relevant Transaction Conditions
on or prior to the Settlement Date.
Details of:
(i) 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;
(ii) the final aggregate principal amount of the Notes of
each Series validly tendered pursuant to the Offers and any applicable
scaling; and
(iii) the aggregate principal amount of each Series of Notes
accepted for purchase pursuant to the Offers, the pro-ration factor, if
applicable and the principal amount of Notes of each Series that will remain
outstanding after the Settlement Date subject to their respective terms,
distributed by way of announcements on the relevant Notifying News Service(s),
through the Clearing Systems and via RNS.
20 December 2022 Settlement Date
Subject to satisfaction or waiver of the Transaction Conditions, expected
Settlement Date for the Offers. Payment of Purchase Consideration and
Accrued Interest Payments in respect of the Offers.
Unless stated otherwise, announcements in connection with the Offers will be
made via RNS. Such announcements may also be made by (i) the issue of a press
release to a Notifying News Service and (ii) the delivery of notices to the
Clearing Systems for communication to Direct Participants. Copies of all such
announcements, press releases and notices can also be obtained from the Tender
Offer Website or from the Tender and Information Agent, the contact details
for whom are on the last page of the Tender Offer Memorandum. Significant
delays may be experienced where notices are delivered to the Clearing Systems
and Noteholders are urged to contact the Tender and Information Agent for the
relevant announcements relating to the Offers.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would
require to receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate in, the
Offers before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified above.
Further Information
Any questions or requests for assistance in connection with the Offers may be
directed to the Dealer Managers 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
Any questions or requests for assistance in connection with the delivery of
Tender Instructions or requests for additional copies of the Tender Offer
Memorandum or related documents, which may be obtained free of charge, may be
directed to the Tender and Information Agent:
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 Offeror.
Disclaimer
Noteholders must read this announcement in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer. If any Noteholder is in any doubt as to the
contents of this announcement and/or the Tender Offer Memorandum or the action
it should take, 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. Any individual or company whose Notes are held on its behalf by
a broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to tender such Notes
pursuant to the Offer.
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 or any recommendation as to whether Noteholders should tender Notes in
the Offers or otherwise participate in the Offers.
Offer and Distribution Restrictions
Neither this announcement nor the electronic transmission thereof constitutes
an offer to buy or the solicitation of an offer to sell Notes (and tenders of
Notes for purchase pursuant to the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other
laws require an Offer to be made by a licensed broker or dealer and any of the
Dealer Managers or any of their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, such Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be, on behalf
of the Offeror in such jurisdiction.
United States
The Offers are not being made and will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each a
"U.S. Person")). This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other forms
of electronic communication. Accordingly, copies of this announcement and
any other documents or materials relating to the Offers are not being, and
must not be, directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to a U.S. Person and the
Notes cannot be tendered in the Offers by any such use, means, instrumentality
or facility or from or within or by persons located or resident in the United
States or by any U.S. Person. Any purported tender of Notes in the Offers
resulting directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person located in the
United States, a U.S. Person, by any person acting for the account or benefit
of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.
Each holder of Notes participating in an Offer will represent that it is not a
U.S. Person located in the United States and is not participating in such
Offer from the United States, or it is acting on a non-discretionary basis for
a principal located outside the United States that is not giving an order to
participate in such Offer from the United States and who is not a U.S. Person.
For the purposes of this and the above paragraph, "United States" means the
United States of America, 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 of America and the
District of Columbia.
United Kingdom
The communication of this announcement and any other documents or materials
relating to the Offers is not being made, and such documents and/or materials
have not been approved, by an authorised person for the purposes of section 21
of the Financial Services and Markets Act 2000. Accordingly, such documents
and/or materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to those persons
in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the Financial Promotion
Order or any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, in the Republic of
France ("France") other than to qualified investors (investisseurs qualifiés)
as referred to in Article L.411-2 1° of the French Code monétaire et
financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as
amended). Neither this announcement nor any other documents or materials
relating to the Offers have been or shall be distributed in France other than
to qualified investors (investisseurs qualifiés) and only qualified investors
(investisseurs qualifiés) are eligible to participate in the Offers. This
announcement and any other document or material relating to the Offers have
not been and will not be submitted for clearance to nor approved by the
Autorité des marchés financiers.
Italy
None of the Offers, this announcement or any other documents or materials
relating to the Offers have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offers are being carried out in the Republic of Italy as an exempted
offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999 ).
Noteholders, or beneficial owners of the Notes, can tender some or all of
their Notes pursuant to the Offers through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes or the Offers.
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/)
.
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