Not for
release, publication or distribution in whole or in part, directly
or indirectly, in or into the United States of America.
Publication of
Documents Incorporated by Reference
The following document, which is incorporated
by reference in a supplement (the
"Supplemental Prospectus") to the "Heathrow Funding
Limited: Multicurrency programme for the issuance of bonds" base
prospectus dated 30 June 2023 (the
"Base Prospectus") as
supplemented by the supplemental prospectus dated 27 October 2023
(the "October Supplement")
(the Base Prospectus, the October Supplement and the
Supplemental Prospectus together, the "Prospectus") which has
been approved by the Financial Conduct Authority on 26 February
2024 and published by Heathrow Funding Limited (the Issuer), is available for
viewing:
· the
audited consolidated financial statements of Heathrow (SP) Limited
for the financial year ended 31 December 2023
Terms not defined herein shall have the meaning
given to them in the Prospectus.
To view these documents, please paste the
relevant URL as set out below into the address bar of your
browser.
http://www.rns-pdf.londonstockexchange.com/rns/4950E_1-2024-2-26.pdf
Alternatively these documents are available
electronically and free of charge at Issuer's special purpose
website at:
https://www.heathrow.com/company/investor-centre/offering-related-documents/heathrow-funding-ltd
For further information please
contact
Timothy Allen, Head of Debt Investor
Relations and Corporate
Finance
+44 (0)7568 604873
DISCLAIMER
Please note that the information
contained in 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.
Your right to access this service is
conditional upon complying with the above
requirement.
This announcement does not contain or
constitute an offer to sell or issue or a solicitation of an offer
to buy or subscribe for, securities to any person in Australia,
Canada, Japan or the United States or in any jurisdiction in which
such offer or solicitation is unlawful prior to registration or
qualification under the relevant securities laws of any such
jurisdiction and is not intended to provide the basis for any
credit or other evaluation of the securities.
The Bonds 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)
absent registration or exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities
Act").
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. 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.
In addition, 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 Australia, Canada, or Japan, or
to, or for the account or benefit of, any national, resident or
citizen of Australia, Canada, or Japan, or any other jurisdiction
if to do so would breach any applicable law, or require
registration thereof in such jurisdiction. 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 in Australia,
Canada, Japan or any other jurisdiction except the United
Kingdom.
This communication is 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.
