REG - Gatwick Funding Ltd - Bond Final Terms
20/06/2025 18:00
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RNS Number : 8441N Gatwick Funding Limited 20 June 2025
PROHIBITION OF SALES TO EEA RETAIL INVESTORS- The Bonds are not intended to be
offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the European Economic
Area ("EEA"). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "EU MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2016/97, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of EU MiFID II;
or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129.
Consequently no key information document required by Regulation (EU) No
1286/2014 (the "EU PRIIPs Regulation") for offering or selling the Bonds or
otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Bonds or otherwise making them
available to any retail investor in the EEA may be unlawful under the EU
PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS- The Bonds are not intended to be
offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the United Kingdom
("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act
2000 ("FSMA") and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently
no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation")
for offering or selling the Bonds or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation.
EU MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET- Solely for the purposes of the manufacturer's product approval
process, the target market assessment in respect of the Bonds has led to the
conclusion that: (i) the target market for the Bonds is eligible
counterparties and professional clients only, each as defined in EU MiFID II;
and (ii) all channels for distribution of the Bonds to eligible counterparties
and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Bonds (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a
distributor subject to EU MiFID II is responsible for undertaking its own
target market assessment in respect of the Bonds (by either adopting or
refining the manufacturer's target market assessment) and determining
appropriate distribution channels.
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET - Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the Bonds has led to the
conclusion that: (i) the target market for the Bonds is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); and (ii)
all channels for distribution of the Bonds to eligible counterparties and
professional clients are appropriate. Any person subsequently offering,
selling or recommending the Bonds (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate
distribution channels.
Final Terms dated 20 June 2025
Gatwick Funding Limited (the "Issuer") LEI: 213800NK8FA3GKS6X167
Series 2025-1 Class A €750,000,000 3.875 per cent. Sustainability-Linked
Bonds due 2035 under the Bond Programme
The Bonds have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold in the United States or to U.S. Persons (as defined in
Regulation S under the Securities Act) unless an exemption from the
registration requirements of the Securities Act is available. See
"Subscription and Sale" and "Transfer Restrictions" in the accompanying
Prospectus.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of
the conditions set forth in the Prospectus dated 13 June 2025 which
constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129 as
it forms part of domestic law by virtue of the EUWA (the "UK Prospectus
Regulation"). This document constitutes the Final Terms of the Bonds described
herein for the purposes of the UK Prospectus Regulation and must be read in
conjunction with such Prospectus. Full information on the Issuer and the offer
of the Bonds is only available on the basis of the combination of these Final
Terms and the Prospectus.
The Prospectus is available for viewing at www.londonstockexchange.com/news
(http://www.londonstockexchange.com/news) and copies may be obtained from the
specified office of the Paying Agents.
1. Issuer Gatwick Funding Limited
2. (a) Series Number: 2025-1
(b) Sub-Class Number: Not Applicable
(c) Date on which the Bonds will be considered and form a Not Applicable
single series:
3. Relevant Currency or Currencies: Euros ("€")
4. Aggregate nominal amount of Bonds admitted to trading:
(a) Series: €750,000,000
(b) Tranche: €750,000,000
(c) Sub-Class: Not Applicable
5. (a) Issue Price: 99.528% of the aggregate nominal amount
(b) Net proceeds (required only for listed issues): €744,060,000
6. (a) Specified Denominations: €100,000 and integral multiples of €1,000 in excess thereof up to and
including €199,000. No Bonds in definitive form will be issued with a
denomination above €199,000.
(b) Calculation Amount: €1,000
7. (a) Issue Date: 24 June 2025
(b) Interest Commencement Date (if different from the Issue Issue Date
Date):
8. (a) Scheduled Redemption Date: 24 June 2035
(b) Maturity Date: 24 June 2037
9. Instalment Date: Not Applicable
10. Interest Basis: 3.875% Fixed Rate
11. Redemption/Payment Basis: Redemption at par, subject to any Premium Step Up Event
12. Change of Interest or Redemption/Payment Basis: Condition 5(f) is applicable
13. Put/Call Options: Issuer Call Option and Par Redemption - Condition 7(d) (Optional Redemption)
and paragraphs 20 (#_bookmark0) and 22 (#_bookmark1) below
(a) Date Board approval for issuance of Bonds obtained: 12 June 2025
14. Listing: London
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Bond Provisions: Applicable
(a) Interest Rate: 3.875% per annum payable annually in arrear on each Interest Payment Date from
and including the First Interest Payment Date to and including the Scheduled
Redemption Date and, thereafter, the Interest Rate shall be calculated in
accordance with Condition 5(d) (Fixed Rate Bonds)
(b) Screen Rate Determination: Applicable
· Relevant Rate: 12 month EURIBOR
· Relevant Financial Centre: Brussels
· Interest The first day of each Interest Period
Determination Date(s):
· Relevant Screen Page: Reuters EURIBOR01
· Relevant Time: 11:00 a.m. (Brussels time)
· Observation Method: Not Applicable
· Lag Period: Not Applicable
· Observation Shift Period: Not Applicable
· D: Not Applicable
(c) ISDA Determination: Not Applicable
(d) Step-Up Fixed Fee Rate: 4% per annum
(e) Interest Determination Date: 24 June in each year
(f) Interest Payment Date(s): 24 June in each year
(g) First Interest Payment Date: 24 June 2026
(h) Fixed Coupon Amount: €38.75 per Calculation Amount
(i) Broken Amount(s): Not Applicable
(j) Day Count Fraction: Actual/Actual (ICMA)
(k) Other terms relating to the method of calculating interest for Fixed Rate Not Applicable
Bonds:
16. Floating Rate Bond Provisions: Not Applicable
17. Zero Coupon Bond Provisions: Not Applicable
18. Indexed Bond Provisions: Not Applicable
19. Step Up Option: Applicable
(a) Margin Step Up Event: Scope 1 and 2 Emissions KPI Step Up Event
(b) Step Up Margin: +0.125 per cent. per annum in respect of Scope 1 and 2 Emissions KPI Step Up
Event
(c) Scope 1 and 2 Emissions KPI Reference Year: 2030
(d) LTO Emissions KPI Reference Year: Not Applicable
(e) Scope 1 and 2 Emissions KPI Threshold: 1,500 tCO2e
(f) LTO Emissions KPI Threshold: Not Applicable
PROVISIONS RELATING TO REDEMPTION
20. Issuer Call Option: Applicable in accordance with Condition 7(d) (Optional Redemption)
(a) Optional Redemption Date (Call): Any Business Day from but excluding the Issue Date to but excluding the
Maturity Date
(b) Optional Redemption Amount(s) and method, if any, of calculation of such As per Condition 7(d) (Optional Redemption)
amount(s):
(c) If redeemable in part: Not Applicable
(d) Minimum Redemption Amount: Not Applicable
(e) Maximum Redemption Amount: Not Applicable
(f) Notice period: As per Condition 7(d) (Optional Redemption)
(g) Comparable German Bund Issue: DBR 0.000 per cent. due 15 May 2035 (ISIN: DE0001102515)
(h) Base Index Figure: Not Applicable
(i) Redemption Margin: +0.20 per cent. per annum
(j) Reference Gilt: Not Applicable
(k) Index Figure applicable: Not Applicable
(l) Alternative Redemption Amount: Not Applicable
21. Premium Payment Option: Applicable
(a) Premium Step Up Event: LTO Emissions KPI Step Up Event
(b) Premium Payment Amount: €5 per Calculation Amount in respect of LTO Emissions KPI Step Up Event
(c) Scope 1 and 2 Emissions KPI Reference Year: Not Applicable
(d) LTO Emissions KPI Reference Year: 2032
(e) Scope 1 and 2 Emissions KPI Threshold: Not Applicable
(f) LTO Emissions KPI Threshold: 9.0kg CO2e per passenger
22. Par Redemption: Applicable
Par Redemption Period: From (and including) 24 March 2035 (the "Par Redemption Commencement Date") to
(but excluding) the Scheduled Redemption Date
23. Clean-up Call Option: Not Applicable
24. Final Redemption Amount of each Bond: €1,000 per Calculation Amount
In cases where the Redemption Amount is Index-Linked or other variable-linked: Not Applicable
25. Early Redemption Amount: €1,000 per Calculation Amount
Early Redemption Amount(s) per Calculation Amount payable on redemption for Conditions 7(d) (Redemption for Index Event, Taxation or Other Reasons), 7(e)
taxation reasons or on event of default or other early redemption: (Early Redemption on Prepayment of Borrower Loan Agreement) and 7(f) (Early
redemption following Loan Enforcement Notice) apply
GENERAL PROVISIONS APPLICABLE TO THE BONDS
26. Form of Bonds: Bearer
(a) If issued in Bearer form: Temporary Bearer Global Bond exchangeable for a Permanent Bearer Global Bond
which is exchangeable for Bearer Definitive Bonds in the limited circumstances
specified in the Permanent Bearer Global Bond (TEFRA D Rules apply)
(b) If Registered Bonds: Not Applicable
27. New Global Bond: No
28. Relevant Financial Centre(s) or other special provisions relating to Interest Not Applicable
Payment Dates and/or Maturity Date:
29. Talons for future Coupons or Receipts to be attached to Definitive Bonds (and Not Applicable
dates on which such Talons mature):
30. Details relating to Instalment Bonds: Not Applicable
BORROWER LOAN TERMS
31. Amount of relevant Term Advance: €750,000,000
32. Advance/Index Linked Advances: Not Applicable
33. Interest rate on relevant Term Advance/Index Linked Advances 3.875 per cent. per annum
34. Term of relevant Term Advance/Index Linked Advances: 10 years
35. Relevant repayment date: 24 June 2035
36. Other relevant provisions: In the event of a Scope 1 and 2 Emissions KPT Step Up Event, the interest rate
will step up at the times and in the amounts applicable to the Bonds and, in
the event of an LTO Emissions KPI Step Up Event, premium payment will be
applicable at the time and in the amounts applicable to the Bonds.
THIRD PARTY INFORMATION
The description of the rating set out in Part B paragraph 2 below have been
extracted from the websites of S&P Global Ratings UK Limited ("S&P"),
Moody's Investors Service Limited ("Moody's") and Fitch Ratings Limited
("Fitch"). The Issuer and each Obligor confirms that such information has been
accurately reproduced and that, so far as they are aware, and are able to
ascertain from information published by S&P, Moody's and Fitch
respectively, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
PART B - OTHER INFORMATION
1. Listing
(a) Listing: London
(b) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Bonds to be
admitted to trading on the Main Market of the London Stock Exchange and
listing on the Official List of the Financial Conduct Authority with effect
from 24 June 2025.
(c) Estimate of total expenses related to admission to £6,350
trading:
2. Ratings
Ratings: The Bonds to be issued are expected to be rated: S&P: BBB+
Moody's: Baa1 Fitch: BBB+
S&P, Moody's and Fitch are each established in the European Economic Area
and registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA
Regulation"). The ratings that each of S&P, Moody's and Fitch have given
to the Bonds are endorsed (in the case of S&P) by S&P Global Ratings
Europe Limited (in the case of Moody's) by Moody's Deutschland GmbH and (in
the case of Fitch) by Fitch Ratings Ireland Limited, which are each
established in the United Kingdom and registered under Regulation (EU) No
1060/2009 as it forms part of domestic law of the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation").
In accordance with S&P's ratings definitions available as at the date of
these Final Terms on
https://disclosure.spglobal.com/ratings/en/regulatory/article/-
(https://disclosure.spglobal.com/ratings/en/regulatory/article/-/view/sourceId/504352)
/view/sourceId/504352
(https://disclosure.spglobal.com/ratings/en/regulatory/article/-/view/sourceId/504352)
,
(https://disclosure.spglobal.com/ratings/en/regulatory/article/-/view/sourceId/504352)
an obligation rated "BBB" exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to
weaken the obligor's capacity to meet its financial commitments on the
obligation. In accordance with the Fitch ratings definitions available as at
the date of these Final Terms on
https://www.fitchratings.com/products/rating-definitions
(https://www.fitchratings.com/products/rating-definitions) ,
(https://www.fitchratings.com/products/rating-definitions) a rating of "BBB"
indicates that expectations of default risk are currently low. The capacity
for payment of financial commitments is considered adequate, but adverse
business or economic conditions are more likely to impair this capacity. In
accordance with Moody's ratings definitions available as at
the date of
these Final Terms on
https://www.moodys.com/ratings-process/Ratings-
(https://www.moodys.com/ratings-process/Ratings-Definitions/002002)
Definitions/002002
(https://www.moodys.com/ratings-process/Ratings-Definitions/002002) ,
(https://www.moodys.com/ratings-process/Ratings-Definitions/002002)
obligations rated "Baa" are subject to moderate credit risk. They are
considered medium-grade and
as such may possess speculative characteristics.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save as discussed in "Other Activities of the Dealer", in the Prospectus so
far as the Issuer is aware, no person involved in the offer of the Bonds has
an interest material to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(a) Reasons for the offer: See "Use of Proceeds" in the Prospectus
(b) Estimated net proceeds: €744,060,000
(c) Estimated total expenses: £6,350
5. YIELD
Indication of yield: 3.933 per cent. per annum on an annual basis
The yield is calculated at the Issue Date on the basis of the Issue Price. It
is not an indication of future yield
6. Operational information
Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking Not Applicable
S.A. and the relevant identification number(s):
Delivery: Delivery against payment
Names and addresses of additional Paying Agent(s) (if any): Not Applicable
ISIN Code: XS3101855313
Common Code: 310185531
CUSIP: Not Applicable
Intended to be held in a manner which would allow Eurosystem eligibility: No. Whilst the designation is specified as "no" at the date of these Final
Terms, should the Eurosystem eligibility criteria be amended in the future
such that the Bonds are capable of meeting them the Bonds may then be
deposited with one of the ICSDs as common safekeeper. Note that this does not
necessarily mean that the Bonds will then be recognised as eligible collateral
for Eurosystem monetary policy and intra day credit operations by the
Eurosystem at any time during their life. Such recognition will depend upon
the ECB being
satisfied that Eurosystem eligibility criteria have been met.
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