REG - Gatwick Funding Ltd - Notice to Noteholders

British LandAnnouncement

14/12/2022 15:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221214:nRSN7317Ja&default-theme=true

RNS Number : 7317J  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

FINAL 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 and the Offeror
announced the indicative results of the Offers earlier today.

Pricing for the Offers took place at or around 11:00 (London time) today and
the Offeror announces today the final results of the Offers which are set out
in the table below:

 Description of Notes  ISIN          Aggregate Principal Amount of Notes tendered  Purchase Price     Pro-ration Factor  Aggregate Principal Amount of Notes accepted for purchase  Aggregate Principal Amount of Notes outstanding following settlement

 The 2024 Notes        XS0733794407  £198,942,000                                  100.600 per cent.  75.250 per cent.   £150,002,000                                               £149,998,000

 Description of Notes  ISIN          Aggregate Principal Amount of Notes tendered  Benchmark Reference Security Yield  Fixed Spread    Repurchase Yield  Purchase Price    Pro-ration Factor  Series Acceptance Amount  Aggregate Principal Amount of Notes outstanding following settlement

 The 2039 Notes        XS1691441924  £145,118,000                                  Not Applicable                      Not Applicable  Not Applicable    Not Applicable    Not Applicable     £0                        £350,000,000
 The 2046 Notes        XS1502174581  £119,910,000                                  3.812 per cent.                     165 bps         5.537 per cent.   61.987 per cent.  100.000 per cent.  £119,910,000              £180,090,000
 The 2048 Notes        XS1781266793  £151,495,000                                  3.816 per cent.                     180 bps         5.695 per cent.   67.695 per cent.  63.4994 per cent.  £ 96,677,000              £203,323,000
 The 2049 Notes        XS2022203801  £96,000,000                                   3.778 per cent.                     175 bps         5.604 per cent.   62.735 per cent.  100.000 per cent.  £96,000,000               £204,000,000

The 2024 Notes Target Acceptance Amount is £150,002,000 in aggregate
principal amount of 2024 Notes and the Fixed Spread Notes Offer Cap is equal
to an aggregate purchase price (excluding Accrued Interest) of
£199,999,706.85 (in each case, subject as set out in the Tender Offer
Memorandum).

Subject to the satisfaction or waiver of the Transaction Conditions,
settlement of the purchase of Notes accepted pursuant to the Offers is
expected to take place on 20 December 2022.

Notes purchased by the Offeror pursuant to the Offers will be cancelled and
will not be re-issued or re-sold. Notes which have not been validly submitted
and accepted for purchase pursuant to the relevant Offers will remain
outstanding.

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.

 

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  FURTIBITMTBBBMT